Browse EX-10 agreements

SUBJECT TO MAXIM LEGAL REVIEW

CONFIDENTIAL

June 12, 2025

Carlos Moreira

Chief Executive Officer

WISEKEY INTERNATIONAL HOLDING AG

General-Guisan-Strasse 6 CH-6300 Zug, Switzerland

	Re:	Advisory Services in Connection with Potential Spin-Out

Dear Carlos:

We are pleased that WISEKEY INTERNATIONAL HOLDING AG, Inc., a [State] corporation (collectively with its owned or controlled subsidiaries, the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.

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FORM OF

 

Air Water Ventures Limited 2025 Employee Stock Purchase Plan

Section 1. Purpose of the Plan

 

This Air Water Ventures Limited 2025 Employee Stock Purchase Plan (as in effect and as amended from time to time, the “Plan”) is intended to promote the interests of the Company by providing eligible employees with the opportunity to acquire a proprietary interest in the Company through participation in an employee stock purchase plan.

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FORM OF

 

Air Water Ventures Limited 2025 Equity Incentive Plan

Section 1. Effectiveness and Purpose.

 

Effective as of the Effective Date, the Air Water Ventures Limited 2025 Equity Incentive Plan (as may be amended from time to time, the “Plan”) is hereby established.

 

The purpose of the Plan is to provide employees of Air Water Ventures Limited, a Cayman Islands exempted company (together with its successors, the “Company”), and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board of Directors of the Company, with the opportunity to receive grants of equity awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. Capitalized terms used in the Plan and not therein defined shall have the meaning assigned to them in Section 2.

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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made on ______, 2026, by and between AIR WATER VENTURES LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and ____________ (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve as directors, officers, consultants, delegates or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of the discharge of their function(s) relating to such corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (“Agreement”) is entered into on this 30th day of September 2025 by and between:

 

NANYANG BIOLOGICS PTE. LTD. (the “Company”), a company incorporated in Singapore with its registered office at 10 Anson Road, #25-06, International Plaza, Singapore 079903 (Reg. No.: 202116184H),

 

and

 

LIM TECK KING (the “Employee”).

 

Together referred to as the “Parties” and individually a “Party.”

 

1. APPOINTMENT AND COMMENCEMENT

 

1.1

The Company hereby employs the Employee as Chief Financial Officer commencing 1st October 2025 (“Commencement Date”).

 

1.2

This appointment is conditional upon:

 

(a)

approval of the Employee’s Singapore work pass (if applicable); and

 

(b)

satisfactory verification of all information provided by the Employee.

 

1.3

The Employee shall devote substantially the whole of his time, attention, and skills to his duties, faithfully and diligently carrying out such functions as may be assigned by the Company.

 

1.4

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Translation of Management Consulting and Financing Services Agreement from Chinese to English

 

Management Consulting and Financing Services Agreement

 

Party A (Service Recipient): NANYANG BIOLOGICS PTE. LTD., (UEN: 202116184H), Registered address: 10 Anson Road #25-06 International Plaza Singapore 079903 (hereinafter referred to as the “Company”)

 

Party B1 (Service Provider): 9Z Information Technology Limited, Registration No.: 1816439 Registered address: Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands (“9Z”)

 

Party B2 (Service Provider): CHEN TED KWAN, (NRIC S8436020A) (“Mr. Chen”)

 

Party B1 and Party B2 are collectively referred to as “Party B”; Party A and Party B are collectively referred to as the “Parties”.

 

Whereas:

 

 

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (“Agreement”) is entered into on this 1st day of September 2025 by and between:

 

NANYANG BIOLOGICS PTE. LTD. (the “Company”), a company incorporated in Singapore with its registered office at 456 Alexandra Road, #04-07 Fragrance Empire Building, Singapore 119962 (Reg. No.: 202116184H),

 

and

 

ROLAND ONG TOON WAH (the “Employee”).

 

Together referred to as the “Parties” and individually a “Party.”

 

1. APPOINTMENT AND COMMENCEMENT

 

1.1

The Company hereby employs the Employee as Chairman commencing 1st September 2025 (“Commencement Date”).

 

1.2

This appointment is conditional upon:

 

 

(a)

approval of the Employee’s Singapore work pass (if applicable); and

 

 

(b)

satisfactory verification of all information provided by the Employee.

 

1.3

The Employee shall devote substantially the whole of his time, attention, and skills to his duties, faithfully and diligently carrying out such functions as may be assigned by the Company.

 

1.4

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FORM OF LOCK-UP AGREEMENT

 

[●], 2026

 

[Shareholder]

 

Re:

Lock-Up Agreement for Company Shares

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) dated October 2, 2025, entered into by and among NYB Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), RF Acquisition Corp II., a Delaware corporation (“SPAC”), NYB Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”) and Nanyang Biologics Pte. Ltd., a Singapore private company limited by shares and a wholly owned subsidiary of PubCo (the “Company”), pursuant to which, among other things, Amalgamation Sub will merge with and into the Company (the “Amalgamation”), with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo, and PubCo will merge with and into SPAC (the “Merger” and together with the Amalgamation, the “Mergers”), with P

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CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

GLOBAL AGREEMENT FOR PURCHASE OF RENTAL AND SERVICES a - Xi/AN GOWell Petroleum Equipment Co., Ltd. - Global - Purchase of Rental and Wellsite Services - 09-01-2021 between SCHLUMBERGER TECHNOLOGY CORPORATION and SCHLUMBERGER CANADA LTD. and XI'AN GOWELL PETROLEUM EQUIPMENT CO., LTD FOR Rental of Tools and Associated Services Page 1 of 65

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EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (the “Agreement”) is made and entered into on [   ] by and among GOWell Energy Technology, a Cayman Islands exempted company (“Company”), GOWell Technology Limited, a Cayman Islands exempted company (“Subsidiary”), and [Executive] (the “Executive”).

 

W I T N E S S E T H:

WHEREAS, the Executive currently provides services to the Subsidiary and its direct and indirect subsidiaries as its [     ];

WHEREAS, in connection with a business combination transaction between and among the Company, Subsidiary, Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (the “SPAC”), IPCV Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”) and certain other parties thereto (the “Transaction”), the Company desires to employ Executive, and Executive desires to be employed, on the terms and conditions set forth in this Agreement;

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