Browse EX-10 agreements

**AMERICOLD LOGISTICS LLC **

**AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS PLAN **

(Amendment and Restatement Effective August 25, 2026)

The purpose of this Americold Logistics, LLC Amended and Restated Executive Severance Benefits Plan (“Plan”) is to assist eligible employees whose employment with Americold Logistics, LLC (the “Company”) or any of its Affiliates is terminated due to an involuntary termination without Cause or a resignation for Good Reason (as such terms are defined below), or other similar circumstances, as determined in the Plan Administrator’s sole discretion, as well as similar circumstances which occur in connection with a Change in Control (as defined below). The Plan was initially effective as of February 24, 2022 (“Effective Date”), amended to make certain clarifications as of December 9, 2024 and amended and restated as of August 25, 2026. For avoidance of doubt, Executives hired before the Effective Date of this Plan are not eligible for and specifically excluded from participation in this Plan and severance benefits, if any, are outlined in

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CONSULTING AND CONTRACTOR AGREEMENT

THIS CONSULTING AND CONTRACTOR AGREEMENT (“Agreement”) is entered by and between Asbury Automotive Group, Inc. (“Asbury” or “the Company”) and Jed M. Milstein (“Contractor” or “Milstein”), effective as of the date of the final signature below. Asbury and Contractor may each sometimes be referred to herein as a “Party” and together as the “Parties.”

WHEREAS, Milstein’s employment with Asbury Automotive Group, Inc. ended on August 19, 2026 (the “Separation”);

WHEREAS, the Company and Milstein are parties to a Severance Pay Agreement for Key Employee (the “Severance Pay Agreement”) dated February 21, 2017 relating, in part, to certain rights and obligations of the parties on the separation of Milstein’s employment with Company;

WHEREAS, Milstein executed a General Full and Final Release Agreement on August 24, 2026 (the “Release Agreement); and

WHEREAS, the Company wishes to engage Milstein as a Contractor to provide human resources consulting and advisory services to the Company and its Human Resources Department;

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EXECUTIVE EMPLOYMENT AGREEMENT

between

** **

**KAINAN SDN BHD
**(Company Registration No.: 776506-W)

and

WHITNEY TAN ANN NEE

(NRIC: 791114-08-5780)

DATED 01st JANUARY 2025

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** **

**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(the **“Agreement”) **is made on 01st of January 2025

** **

BETWEEN:

	1)	Kainan Sdn Bhd (Company Registration No.: 776506-W), incorporated in No.20-2F, Jalan Setia Perdana BF U13/BF Bandar Setia Alam Seksyen U13 40170 Shah Alam Selangor Malaysia. (the **“Company”) **on the first part;

** **

AND

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CODE OF BUSINESS CONDUCT AND ETHICS OF

Kainan Holding Group Ltd

** **

INTRODUCTION

** **

Purpose

This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for the conduct of business of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), consistent with the highest standards of business ethics. To the extent where this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we shall adhere to these higher standards.

This Code applies to all the directors, officers, and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Managing Director and Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) collectively as our “principal financial officers.”

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EXECUTIVE EMPLOYMENT AGREEMENT

between

** **

**KAINAN SDN BHD
**(Company Registration No.: 776506-W)

and

** **

PANG EE XUAN

****(NRIC: 971212-04-5270)

DATED 01st JANUARY 2025

**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(the **“Agreement”) **is made on 01st of January 2025

** **

BETWEEN:

	1)	Kainan Sdn Bhd (Company Registration No.: 776506-W), incorporated in No.20-2F, Jalan Setia Perdana BF U13/BF Bandar Setia Alam Seksyen U13 40170 Shah Alam Selangor Malaysia. (the **“Company”) **on the first part;

** **

AND

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AUDIT COMMITTEE CHARTER

OF

Kainan Holding Group Ltd

This Audit Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Audit Committee (the “Committee”) is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Committee assists the Board with its oversight responsibilities regarding: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; and (iv) the performance of the Company’s internal audit function and independent auditor. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual report on Form 20-F.

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SJPP

** **

STRICTLY PRIVATE & CONFIDENTIAL

** **

Ref No.: GCA/COMM-C5/TPY/23/288/LO

** **

4 July 2023

** **

KAINAN SDN BHD (“Borrower”)

No.20-2F, Jalan Setia Perdana BF U13/BF,

Seksyen U13,

Bandar Setia Alam,

40170 Shah Alam,

Selangor.

** **

Dear Sirs,

** **

Re: CREDIT FACILITIES

We are pleased to offer the following Credit Facilities subject to the terms and conditions stated herein:-

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**COMPENSATION COMMITTEE CHARTER **

OF

KAINAN HOLDING GROUP LTD

This Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd., a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Compensation Committee (the “Committee”) is (i) to assist the Board in discharging the Board’s responsibilities relating to compensation of the Company’s executive officers, including reviewing and evaluating and, if necessary, revising the compensation plans, policies, and programs of the Company adopted by management, and (ii) to review and approve the disclosure of executive compensation for inclusion in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability, and assure that em

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**NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER **

OF

Kainan Holding Group Ltd.

This Nominating and Corporate Governance Committee Charter (the “Charter”) was adopted by the board of directors (the “Board”) of Kainan Holding Group Ltd., a British Virgin Islands business company (the “Company”), on [*], 2026, and shall become effective immediately.

** **

I. Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board in discharging the Board’s responsibilities regarding:

1. identification, review and evaluation of candidates to serve on the Board consistent with criteria approved by the Board, and recommendation of qualified director nominees to be elected at the next annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected);

2. identification, review and evaluation of candidates to serve on the Board consistent with criteria approved by the Board, and recommendation of qualified candidates to fill any vacancies on the Board;

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** **

Exhibit 10.15

** **

PREFERENCE SHARE CONVERSION AND EXCHANGE AGREEMENT

** **

THIS AGREEMENT is made on May 26, 2026 BETWEEN:

	(1)	Tan Boon Kiat (NRIC: 840712-10-5671), a Malaysian citizen ("Holder 1");

	(2)	**Soh Shyh Giin **(NRIC: 840529-01-5539), a Malaysian citizen (“Holder 2”);

	(3)	Ng Ai Vie (NRIC: 850317-10-5670), a Malaysian citizen ("Holder 3"),

(each a "Holder" and together the "Holders");

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Your Bank. Malaysia’s Bank. AmBank.TM

Date : 16-01-2020

Ref No. : AFSB/006147/19-12/CT2

KAINAN SDN BHD [COMPANY NO: 776506W]

NO. 20-2F,U13/BF,

JALAN SETIA PERDANA BF,

BANDAR SETIA ALAM, SEKSYEN U13,

40170 SHAH ALAM, SELANGOR.

PRIVATE & CONFIDENTIAL

Dear Sirs,

	Re:	BANKING FACILITIES OF RM2,000,000.00

AmBank **(M) **Berhad **(‘Bank’) **is pleased to offer the below-mentioned banking facilities **(‘Facility’) **to **KAINAN SDN BHD (‘Borrower’) **on the following terms and conditions:

	1.0	Types of Facilities and Limits

Facilities		Limits (RM)
Term Loan (TL)			2,000,000.00
Total			2,000,000.00

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Ref: SAM/000406/20

04/08/2020

** **

CONFIDENTIAL

Kainan Sdn. Bhd.

20-2F, Jalan Setia Perdana BF U13/BF

Bandar Setia Alam

40170 Shah Alam

Selangor Darul Ehsan

Dear Sir/Madam,

** **

Extension of Validity Period of Letter of Offer

We refer to our Letter of Offer dated 28/07/2020 issued on the approval of the following financing :

Financing		Approved Limit
FL / GGS Prihatin (SJPP)		RM300,000-00 (Ringgit Malaysia: Three Hundred Thousand Only)

We are pleased to advise that we have extended the validity period of the acceptance of Letter of Offer to 31/10/2020.

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