Browse EX-10 agreements

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**EXECUTION VERSION **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO A USD4,100,000,000 OFFSHORE TERM LOAN **

**FACILITY AND A RM13,000,000,000 MURABAHAH TERM **

**FACILITY (AND AN ACCORDION FACILITY) **

**COMMON TERMS AGREEMENT DATED 15 MAY 2025 **

dated 10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

collectively as DayOne Companies

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD, **

**CIMB BANK BERHAD, SINGAPORE BRANCH **

and

…

**DAYONE DATA CENTERS LIMITED **

**2025 NEW MANAGEMENT EQUITY PLAN **

**Effective as of March, 1st, 2025 **

1. Establishment of the MEP; Effective Date; Duration.

(a) Establishment of the MEP; Effective Date. DayOne Data Centers Limited (f/k/a DigitalLand Holdings Limited), a Cayman Islands exempted company with limited liability (the “Company”), hereby establishes this incentive compensation plan to be known as the “DayOne Data Centers Limited 2025 New Management Equity Plan,” as amended from time to time (the “MEP”). The MEP permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance Compensation Awards. The MEP shall become effective on the Effective Date. The MEP shall remain in effect as provided in Section 1(b) of the MEP. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the MEP.

…

**EMPLOYMENT AGREEMENT **

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2026 by and between** DayOne Data Centers Limited**, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________ (Passport/ID Card No. _____________) (the “Executive”).

**RECITALS **

WHEREAS, the Company desires to employ or continue to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;

WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;

**AGREEMENT **

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive agree as follows:

1.	**EMPLOYMENT **

…

**EXECUTION VERSION **

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO AN INTERCREDITOR DEED DATED 15 MAY 2025 **

**IN RESPECT OF A USD4,100,000,000 OFFSHORE TERM LOAN **

**FACILITY AND A RM13,000,000,000 MURABAHAH TERM **

**FACILITY (AND AN ACCORDION FACILITY) **

dated **10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

collectively as DayOne Companies

**DAYONE DATA CENTERS LIMITED **

as DayOne Parent

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

…

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**EXECUTION VERSION **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO A RM13,000,000,000 MURABAHAH TERM **

**FACILITY (AND AN ACCORDION FACILITY) **

**MURABAHAH FACILITY AGREEMENT DATED 15 MAY 2025 **

dated 10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

(together with the Company)

collectively as Original Customers and Original Guarantors

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD **

and

**CIMB BANK BERHAD, SINGAPORE BRANCH **

…

**INDEMNIFICATION AGREEMENT **

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of*** **** **** ***, 2026 by and between DayOne Data Centers Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and *** ****** ****** ****** , an individual (Passport/ID Card No. ****** ****** ****** ***) (the “Indemnitee”).

WHEREAS, the Indemnitee has agreed to serve as a director or officer of the Company and in such capacity will render valuable services to the Company; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “Board”) has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;

…

**DAYONE DATA CENTERS LIMITED **

**Re-adoption of 2024 MANAGEMENT EQUITY PLAN **

**Effective as of March 1st, 2025 **

1. Establishment of the MEP; Effective Date; Duration.

(a) Establishment of the MEP; Effective Date. DAYONE DATA CENTERS LIMITED, a Cayman Islands exempted company with limited liability (the “Company”), hereby establishes this incentive compensation plan to be known as the “DAYONE DATA CENTERS LIMITED 2024 Management Equity Plan,” as amended from time to time (the “MEP”). The MEP permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance Compensation Awards. The MEP shall become effective on the Effective Date. The MEP shall remain in effect as provided in Section 1(b) of the MEP. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the MEP.

…

FORM OF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

** **

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of **15 March 2026, **by and between LPC Limited, a company incorporated in the Cayman Islands with limited liability (the “Company”), and Lai Kian Huat, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

** **

The Company desires to employ the Executive and to assure itself of the services of the Executive during’ the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

** **

…

FORM OF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

** **

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as 21 September 2026, by and between **LPC Limited, **a company incorporated in the Cayman Islands with limited liability (the “Company”), and Ho Pui Lung, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

** **

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

** **

…

INDEPENDENT DIRECTOR AGREEMENT

** **

**THIS INDEPENDENT DIRECTOR AGREEMENT **(this “Agreement”), dated as of 21 September 2026, is by and between **LPC Limited, **a company incorporated under the laws of the Cayman Islands (the “Company”), and **Rafchiek Joseph Michael, **an individual (the “Director”), and shall become effective upon the effectiveness of the Company’s registration statement on Form F-1 in connection with the Company’s initial public offering (the “Effective Date”).

RECITALS

** **

**WHEREAS, **the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

AGREEMENT

** **

…

** **

FORM OF INDEMNIFICATION AGREEMENT

** **

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of 21 September 2026 by and between LPC Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

	A.	DEFINITIONS

…

** **

FORM OF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

** **

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as **21 September 2026, **by and between LPC Limited, a company incorporated in the Cayman Islands with limited liability (the “Company”), and Ong Chuan Lam, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

** **

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

** **

…