Browse EX-10 agreements

**THIRD SUPPLEMENTAL INDENTURE **

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 25, 2026, among LuxBridge International Limited, an exempted company limited by shares under the laws of the Cayman Islands (the “Subsequent Guarantor”), EG Global Finance plc, a public limited company incorporated in England and Wales, (the “Issuer”**), and Deutsche Trustee Company Limited, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture , dated as of November 24, 2023 (as supplemented by a first supplemental indenture, dated as of November 14, 2024, among the Issuer, the Trustee and the guarantor named therein and by a second supplemental indenture, dated as of March 20, 2026 among the Issuer, the Trustee and the subsequent guarantors named therein) (the “Indenture”), providing for the issuance of Senior Secured Floating Rate Cash Pay / PIK Notes due 2028 (collectively, the “Notes”);

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THIS SUPPLEMENTAL AGREEMENT is made and entered into this 1st August 2026 (“Supplemental Agreement”)

BETWEEN

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	(1)	VCI GLOBAL LIMITED (BVI Company No: 2035574), a company incorporated in British Virgin Islands and having its business address at Suite 33.03 of Level 33, 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur (“Vendor” or “VCIG”);

AND

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SECURITIES PURCHASE AGREEMENT

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THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2026, between Lianhe Sowell International Group Ltd 联合索威尔国际集团有限公司, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

AGREEMENT

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FORM OF INDEMNIFICATION AGREEMENT

**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”) is entered into as of ______________________by and between Advance JV Group Limited, an exempted 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

The following terms shall have the meanings defined below:

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FORM OF *** EXECUTIVE OFFICER EMPLOYMENT AGREEMENT***

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [   ], by and between Advance JV Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [   ], 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

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AM PM Group Limited

**Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands

**

Date: July 6, 2026

Re: Director Offer Letter for Sun Wai Kenneth Liu

** **

Dear Sun Wai Kenneth Liu:

AM PM Group Limited, a British Virgin Islands company with limited liability (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this offer letter shall constitute an employment agreement between you and the Company (the “Agreement”) and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon Nasdaq’s approval of Company’s listing.

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Non-Independent Director Agreement

This Non-Independent Director Agreement is entered into and effective as of August 20, 2026 (this “Agreement”) by and between Siyata PTT, a Cayman Islands exempt corporation (“Company”), and _________________, an individual resident of the ____________________________ (“Director”).

WHEREAS, Director was elected as a member of Company’s Board of Directors (“Board”) by the vote of Company’s shareholders (“Shareholders”) at the Annual General and Special Meeting of Shareholders held August 20, 2026 (“Effective Date”) and Company desires to enter into an agreement with Director with respect to Director’s services to Company and compensation for these services; and

WHEREAS, Director desires to provide these services to Company and accept the proposed compensation from Company in accordance with the provisions of this Agreement.

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Independent Director Agreement

This Independent Director Agreement is entered into and effective as of August 20, 2026 (this “Agreement”) by and between Siyata PTT , a Cayman Islands exempt corporation (“Company”), and _________________, an individual resident of the ____________________________ (“Director”).

WHEREAS, Director was elected as a member of Company’s Board of Directors (“Board”) by the vote of Company’s shareholders (“Shareholders”) at the Annual General and Special Meeting of Shareholders held August 20, 2026 (“Effective Date”) and Company desires to enter into an agreement with Director with respect to Director’s services to Company and compensation for these services; and

WHEREAS, Director desires to provide these services to Company and accept the proposed compensation from Company in accordance with the provisions of this Agreement.

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WAIVER AGREEMENT

This waiver agreement (this “Waiver”) is entered into as of July 29, 2026 (the “Effective Date”), by and between Siyata PTT, a Cayman Islands exempt company (the “Company”), and Dune Equity Holdings LLC, a Delaware limited liability company (the “Holder”). Reference is made to that certain senior secured promissory note, dated as of January 17, 2026 (the “Note”), issued by the Company to the Holder pursuant to that certain securities purchase agreement, dated as of January 17, 2026, between the Company and the Holder (the “Purchase Agreement”). Capitalized terms used but not defined herein have the meanings given in the Note. The Company and the Holder agree as follows:

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LOAN AND SECURITY AGREEMENT

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THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of 8/17/2026, 2026 (the “Effective Date”), by and between AMERICAN INDUSTRIAL TECHNOLOGIES, INC., a Nevada corporation with its principal place of business at 7651 Southland Boulevard, Orlando, Florida 32809 (the “Lender”), and CLEAR RF LLC, a Washington limited liability company (the “Borrower”). The Lender and the Borrower are each a “Party” and together the “Parties.”

RECITALS

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WHEREAS, the Borrower designs and supplies rugged push-to-talk mobile devices, including the models designated SD7 Ultra and SD9 (each, a “Device”);

** **

**WHEREAS, **Q1 (as defined below), an affiliate of the Lender, purchases Devices from the Borrower for resale;

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**WHEREAS, **the Borrower requires financing to procure the chipsets, memory and other components necessary to manufacture 4,000 units of the SD7 Ultra and 3,000 units of the SD9 (together, the “Financed Units”) for sale to Q1;

** **

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CONSULTING AGREEMENT

THIS AGREEMENT is dated as of January 1, 2026 (the “Effective Date”).

AMONG:

**Siyata PTT **a company existing under the laws of the Cayman Islands, and/or Siyata Mobile Ltd. a company existing under the laws of Israel and/or Siyata Mobile North America, a company existing under the laws of Canada

(jointly and severally the “Company”)

AND:

BSD Capital Ltd., a company existing under the laws of the State of Israel

(the “Consultant”)

AND:

MARC SEELENFREUND., an individual residing at 4a Nachshon Street, Raanana, Israel

(the “Service Provider”) WHEREAS:

A.	The Consultant is in the business of providing consulting services and the Company desires to engage the Consultant to provide such services;

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July 28, 2026

1751 Rue Richardson

Suite 2207

Montreal, Quebec, Canada H3K 1G6

Dear Marc,

We are pleased to submit this letter (the “Engagement Letter”) to present the terms under which SKN Finance Insurance Agency Ltd (the “Advisor”), located at 3 HaNechoshet St Tel Aviv-Yafo, 6971072 Israel will assist Siyata PTT. (the “Company”, together with Advisor, the “Parties”), as its financial advisor in connection with the listing of the Company’s shares on The NASDAQ Stock Market LLC (NASDAQ) and/or similar stock exchange.

TERMS OF ENGAGEMENT

	1.	During the Term (as described in Paragraph 3, below) of this Engagement Letter, the Advisor will provide the Company with financial services, including (the “Services”):

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