Browse EX-10 agreements

Date	:	22-04-2020

Ref No.	:	AFSB/005772/19-11/MSF

MEKAR SUBUR AV SDN BHD [COMPANY NO: 1055070D]
NO. 35-G & 35-1 JALAN 2/115A,
TAMAN PAGAR RUYUNG,
JALAN KUCHAI LAMA,
58200 KUALA LUMPUR.
(hereinafter named as ‘the Borrower’)		PRIVATE & CONFIDENTIAL

Dear Sirs,

Re:	BANKING FACILITY OF RM 860,000.00

AmBank (M) Berhad (Company No. 8515-D) (‘the Bank’) is pleased to inform you that your application for the banking facility [under SMEBiz Solutions Portfolio Guarantee Scheme (‘PGS’)] has been approved subject to the following terms and conditions:

1.0	Types of Facility & Limit

Facility		Limit (RM)
Term Loan (“TL”)		860,000.00
Total		860,000.00

2.0	Purpose of Facility

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EXHIBIT A

Form of Lock-Up Agreement

[●], 2026

Prime Number Capital LLC

27F 12E 49th Street

New York, NY 10017

As Underwriter of the Company

Ladies and Gentlemen:

The undersigned understands that Prime Number Capital LLC, the representative (the “Representative”) of the underwriters (the “Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with, MSAV HOLDINGS LTD, a Cayman Islands company (the “Company”), in connection with the public offering (the “Offering”) of the Company’s ordinary share, par value $0.00001 per share (the “Ordinary Shares”).

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into on [15] December 2025 by and between Tam Elton Lam (the “Executive”) and MSAV Holdings Ltd, a Cayman Islands company (the “Company”).

WHEREAS, the Executive has been the Chief Executive Officer of the Company since [15] December 2025 (the “Effective Date”).

WHEREAS, the Company and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with the Company starting on the date hereof.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article I. Employment; Responsibilities; Compensation

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To:
		Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Attention:    [     ] Email:     [     ]
From:
		[Dealer] [Dealer Address]
Re:		[Base]1 [Additional]2 Call Option Transaction
Date:		[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”)[, through its agent [__________] (the “Agent”),]3 and Alphabet Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

…

To:

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

Attention:    [     ]

Email:    [     ]

From:

[Dealer]

[Dealer Address]

Re:	[Base]1 [Additional]2 Call Option Transaction

Date:	[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”)[, through its agent [__________] (the “Agent”),]3 and Alphabet Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

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AMENDMENT TO SIDE LETTER

This Amendment to Side Letter (this “Amendment”) dated as of June 4, 2026 (the “Amendment Effective Date”) is made between ITG Parent, LLC (“Parent”) and Peter Giacalone as Seller Representative (“Seller Representative”), and amends that certain Letter Agreement between Parent and the Continuing Sellers (as defined below), dated December 29, 2021 (as amended from time to time, the “Letter Agreement”). Any capitalized terms used but not defined herein shall have the meanings set forth in the Letter Agreement.

WHEREAS, on December 29, 2021, Parent entered into that certain Contribution Agreement (as amended from time to time, the “Contribution Agreement”) with Michael Brooks, Michael Lind, Christy Adkins, Peter Giacalone, Christopher Perkins, Troy McClendon, Chris Cowart, Guilherme Elias, Jerry Taylor and Tracey Giacalone (collectively, the “Sellers”);

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ITG, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

This Non-Employee Director Compensation Policy (this “Policy”) of ITG, Inc. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”), effective as of [●], 2026 (the “Effective Date”), sets forth the compensation payable to each member of the Board who is not an employee of the Company or any of its subsidiaries (each, a “Non-Employee Director”) as consideration solely for service on the Board. For the avoidance of doubt, nothing in this Policy will prohibit the Company from compensating any Non-Employee Director for services provided to the Company outside of such Non-Employee Director’s service on the Board. This Policy shall become effective on the Effective Date and shall remain in effect until it is revised or rescinded by the Board in its sole discretion at any time and from time to time.

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March 13, 2026

Andrew Parrott

[***]

Via electronic mail

Dear Andrew:

On behalf of ITG Communications, LLC (the “Company”) and Integrated Tech Group, LLC (the “Employer”), I am pleased to offer you employment with the Employer pursuant to the terms specified in this letter (this “Letter”).

Below, please find the terms and conditions of your employment and compensation package.

	•		Position/Reporting. Your position will be Chief Executive Officer of the Company, reporting directly to the Executive Chairman of the Company or, if there is none, the board of managers (the “Board”) of ITG Parent, LLC (“Parent”).

	•		Start Date. Your start date will be April 15, 2026 or such earlier date agreed upon between you and the Company. The period during which you are employed by the Employer pursuant to this Letter is referred to as the “Term.”

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RESTRICTIVE COVENANT AGREEMENT

This Restrictive Covenant Agreement (this “Agreement”) is entered into by and between ITG Communications, LLC (the “Company”) and the undersigned individual (“Executive”).

WHEREAS, the Company has expended significant time, money and effort acquiring and developing Confidential Information; developing and designing its products, services and business models; and establishing, developing and maintaining goodwill and business relationships with its customers and employees; all of which Executive agrees are valuable assets of the Company to which it has devoted substantial resources; and

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February 27, 2026

Christopher Mecray

[***]

[***]

Via electronic mail

Dear Chris:

On behalf of ITG Communications, LLC (the “Company”) and Integrated Tech Group, LLC (the “Employer”), I am pleased to offer you employment with the Employer pursuant to the terms specified in this letter (this “Letter”).

Below, please find the terms and conditions of your employment and compensation package.

	•		Position/Reporting. Your position will be Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company.

	•		Start Date. Your start date will be March 16, 2026 or such earlier date agreed upon between you and the Company. The period during which you are employed by the Employer pursuant to this Letter is referred to as the “Term.”

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ITG Parent, LLC

c/o Oaktree Capital Management, L.P.

11611 San Vicente Blvd., Suite 700

Los Angeles, CA 90049

December 29, 2021

Peter Giacalone

[***]

[***]

Dear Mr. Giacalone:

Reference is made to that certain Contribution Agreement, dated as of the date hereof, by and among ITG Parent, LLC, a Delaware limited liability company (“Parent”), and each of Michael Brooks, Michael Lind, Christy Adkins, Peter Giacalone, Christopher Perkins, Troy McClendon, Chris Cowart, Guilherme Elias, Jerry Taylor and Tracey Giacalone (collectively, the “Sellers”) (as amended from time to time, the “Contribution Agreement”). Certain capitalized terms used herein are defined in Section 2 below, and all other capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution Agreement.

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December 14, 2021

RE: Offer of Employment

Dear Joel Rivas

It is a pleasure to offer you the position of Chief Financial Officer (CFO) with ITG Communications. This is a salaried, exempt-level position reporting to Peter Giacalone. You will be paid an annual salary of $225,000 paid bi-weekly in accordance with the ITG payroll schedule. This offer may be contingent upon successful completion of pre-employment drug screening and background. The expected start date is January****2, 2022.

Your employment with ITG is at-will and either party can terminate the employment at any time with or without cause and with or without notice. As part of your New Hire Orientation, you will be required to sign the Company’s standard Intellectual Property, Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”). You will also be given a copy of the Company’s Associate Handbook and asked to sign and acknowledge that you have received and read a copy of the Handbook.

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