Browse EX-10 agreements

COMPENSATION COMMITTEE CHARTER

OF

COOLBIT TECHNOLOGIES LIMITED

I.	PURPOSE

The Compensation Committee of the Board of Directors (“the Board”) of Coolbit Technologies Limited (the “Company”) is established pursuant to this charter. The purpose of the Compensation Committee is to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company including stock compensation and loans, and all bonus and stock compensation to all employees.

The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board may from time to time prescribe.

II.	COMMITTEE MEMBERSHIPS:

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NOMINATION COMMITTEE CHARTER

OF

COOLBIT TECHNOLOGIES LIMITED

I.	PURPOSE:

The purpose of the Nomination Committee (the “Nomination Committee”) of the Board of Directors (the “Board”) of Coolbit Technologies Limited (the “Company”) shall be to review and make recommendations to the Board regarding matters concerning corporate governance; review the composition of and evaluate the performance of the Board; recommend persons for election to the Board and evaluate director compensation; review the composition of committees of the Board and recommend persons to be members of such committees; review and maintain compliance of committee membership with applicable regulatory requirements; and review conflicts of interest of members of the Board and corporate officers.

In addition, the Nomination Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

II.	COMMITTEE MEMBERSHIP:

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AUDIT COMMITTEE CHARTER

OF

COOLBIT TECHNOLOGIES LIMITED

May 20, 2026

I. PURPOSE

The purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Coolbit Technologies Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is to assist the Board in monitoring: (1) the integrity of the annual, semi-annual, quarterly (if the Company should elect to release quarterly information), and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor, and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party transactions.

The Audit Committee shall prepare any reports required by the rules of the Securities and Exchange Commission (“Commission”).

II. COMMITTEE MEMBERSHIPS

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INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this __day of ___________________ 2026 (the “Effective Date”) by and between Coolbit Technologies Limited, a Cayman Islands exempt company the “Company”), and __________________ (the “Indemnitee”).

WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims that may be asserted against directors and officers of public companies, as well as the possibility that in certain situations a threat of litigation may be employed to deter them from exercising their judgment in the best interests of the Company, and the consequent need to allocate the risk of personal liability through indemnification and insurance;

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COOLBIT TECHNOLOGIES LIMITED

(incorporated in the Cayman Islands with limited liability)

5020-4000

No. 3 Road

Richmond, BC V6X 0J8

**TEL:**604-837-9263

[date], 2026

Re: Director’s Agreement

Dear ______:

This letter shall constitute an agreement (the “Agreement”) between you and Coolbit Technologies Limited (the “Company”) and contains all the terms and conditions relating to the services you are to provide as an independent non-executive director on its Board of Directors (the “Board”).

1. Term. This Agreement shall be for the ensuing year, effective on ______. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual stockholders’ meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

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RULES OF THE ODYSSEUS HOLDINGS EMPLOYEE INCENTIVE PLAN – GLOBAL

Adopted by the Board of Directors of the Company on 31 March 2026

Contents

Clause		Page
1	Definitions	1
2	Interpretation	4
3	Eligibility	4
4	Grant process	4
5	Performance targets	5
6	Vesting and exercise of options	6
7	Impact of leaving	6
8	Corporate events	7
9	Lapse of options	8
10	Cash settlement	8
11	Recovery of option tax liability and related matters	9
12	Variation of share capital	9
13	Alteration of the plan	9
14	Administration	10
15	Service of documents	10
16	Third party rights	11
17	Rights attaching to shares	11
18	Data protection	11
19	Relationship with contract of employment	11
20	Non-transferability of options	12
21	Jurisdiction	12
US Appendix		13

i

1	Definitions

In this Plan:

…

Date of Agreement: 1 April 2023

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub” or “the Company”)

	2.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”) (Major shareholder of the Company)

	3.	黃俊瑯 (Caspar Wong) (hereinafter referred to as “Caspar Wong”) (Chief Executive Officer / CEO of the Company)

	4.	林芷瑋 (Joey Lam) (hereinafter referred to as “Joey Lam”) (Director of the Company)

	5.	金寶丹 (Suki Jin) (hereinafter referred to as “Suki Jin”) (Chief Operating Officer / COO of the Company)

1: Purpose of the Agreement

This Agreement aims to regulate the cooperation between Web3hub, its major shareholder Johnny Ng, and the other signatories (including the Company’s management), particularly with respect to the rights and obligations concerning the receipt, payment, and conversion of cryptocurrency.

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Contract Date: April 1, 2025

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub” or “the Company”)

	2.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”)

1: Purpose of the Agreement

This Agreement is entered into for the purpose of regulating the appointment by Web3hub of Johnny Ng to operate the main collection and fund transfer wallet for cryptocurrency investment, and to clearly define the rights and obligations of both parties during the investment operation process.

2: Investment and Operation Authority

	1.	Main collection and fund transfer wallet (operated by Johnny Ng in accordance with instructions from Web3hub):

	o	ETH wallet address: [***]

	o	Ownership and control: All wallets are wholly owned and controlled by Web3hub.

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Contract Date: 1 April 2023

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub / the Company”)

	2.	G-Rocket Holdings Limited (hereinafter referred to as “G-Rocket”)

	3.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”)

Representations and Disclosures

The signing parties hereby confirm and represent:

	1.	G-Rocket directly holds 80% of the shares of Web3hub and is the controlling shareholder of Web3hub.

	2.	Johnny Ng is the ultimate beneficial owner of Web3hub as of the contract date.

	3.	All parties have fully understood and are aware of the above shareholding and control relationships.

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WEB3LABS GLOBAL INC.

2026 EQUITY INCENTIVE PLAN

	1.	Purpose

The Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the Company’s other shareholders.

	2.	Definitions

	2.1.	Administrator means the Board or a Committee to the extent the Board’s powers and authorities under the Plan have been delegated to a Committee. “Administrator” also includes any officer that has been delegated authority pursuant to Section 4.2 for such time as such delegation is in effect.

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Web3Labs Global Inc.

Flat B, 1/F., Po Sing Masion, No. 157 Kowloon City Road Kowloon, Hong Kong Tel: +852 27762311

____________, 2026

[Director’s name,

address,

telephone and email]

Re: Offer To Serve As An Independent Director

Dear ____________:

Web3Labs Global Inc., a Cayman Islands exempted company (the “Company”, “we”, “us” or similar terminology), is pleased to offer you (the “Director”) positions as an independent member of its Board of Directors (the “Board”), [Chairman/member] of the Audit Committee of the Board, and [Chairman/member] of Compensation Committee [and/or] [Chairman/member] of Nominating and Corporate Governance Committee (together with Audit Committee and Compensation Committee, collectively, the “Committees”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board and the Committees. Should you choose to accept the positions as a member of the Board and the Committees, this letter agreement

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