Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of September 23, 2026, by and between VCI Global Limited, a British Virgin Islands company, with headquarters located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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SECURITY AGREEMENT

** **

This SECURITY AGREEMENT, dated as of September 23, 2026 (this “Agreement”), is among VCI Global Limited, a British Virgin Islands company (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

** **

WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around September 23, 2026 (the “Purchase Agreement”), the Company has agreed to issue that certain 12% secured promissory note dated September 23, 2026, in the original principal amount of up to $850,000.00 (the “Note”);

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DATED 20 December 2022

FIDELIS INSURANCE BERMUDA

LIMITED

and

SHELF OPCO BERMUDA LIMITED

BINDER AGREEMENT

relating to

PROJECT COOPER

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Contents

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1.							Definitions and interpretation	1

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DATED 20 December 2022

FIDELIS UNDERWRITING LIMITED

and

PINE WALK CAPITAL LIMITED

BINDER AGREEMENT

relating to

PROJECT COOPER

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$2,040,000,000 Term Loan Facility

$200,000,000 Revolving Facility

CREDIT AND GUARANTY AGREEMENT

among

TFP INTERMEDIATE HOLDINGS I LIMITED,

as Holdings,

TFP FINANCING BERMUDA LIMITED,

as the Bermuda Borrower,

TFP US FINANCING LLC,

as the U.S. Borrower,

The Other Loan Parties from time to time Parties Hereto,

The Several Lenders from time to time Parties Hereto,

MORGAN STANLEY SENIOR FUNDING, INC.,

as Administrative Agent and as Collateral Agent

Dated as of August 20, 2026

MORGAN STANLEY SENIOR FUNDING, INC.

and

BARCLAYS BANK PLC,

as Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC.,

BARCLAYS BANK PLC,

THE BANK OF NOVA SCOTIA,

DEUTSCHE BANK SECURITIES INC.,

and

LLOYDS BANK PLC,

as Joint Lead Arrangers

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TABLE OF CONTENTS

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RESTRICTED SHARE UNIT GRANT NOTICE AND AGREEMENT

TFP Group Limited, a Bermuda exempted company (the “Company”), pursuant to its 2026 Share Incentive Plan (as may be amended, restated and/or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Share Units set forth below, each Restricted Share Unit being a notional unit representing the right to receive one Share, subject to adjustment as provided in the Plan (the “Restricted Share Units”). The Restricted Share Units are subject to all of the terms and conditions set forth in this Restricted Share Unit Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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DATED January 3, 2023

SHELF HOLDCO LTD.

REGISTRATION RIGHTS AGREEMENT

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Contents

Clause											Page
1.										Certain Definitions	1

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DATED 20 December 2022

FIDELIS INSURANCE IRELAND DAC

and

PINE WALK EUROPE S.R.L.

BINDER AGREEMENT

relating to

PROJECT COOPER

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DATED 20 December 2022

SHELF HOLDCO II LIMITED

and

FIDELIS INSURANCE HOLDINGS LIMITED

FRAMEWORK AGREEMENT

In respect of Binder Agreements

relating to

PROJECT COOPER

WILLKIEFARR& GALLAGHER(UK) LLP

CityPoint

1 Ropemaker Street

London EC2Y 9AW

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Contents

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TFP GROUP LIMITED

2026 SHARE INCENTIVE PLAN

1.    Purpose.

The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of such individuals with those of such shareholders. The Plan authorizes the award of Share-based and cash-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of shareholder value. The Plan succeeds the Prior Plan for Awards granted on or after the Effective Date and no additional awards may be made under the Prior Plan on or after the Effective Date. The adoption and effectiveness of the Plan will not affect the terms or conditions of any awards granted under the Prior Plan prior to the Effective Date.

2.    Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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TFP GROUP LIMITED

SHAREHOLDERS AGREEMENT

[___], 2026

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TABLE OF CONTENTS

Page
Section 1.													Certain Definitions.	1
Section 2.													Corporate Governance.	5

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SECOND AMENDING AGREEMENT

This Second Amending Agreement is made as of the 24th day of August, 2026, by and among TMCR USA OPERATIONS INC. (the “Purchaser”), THE METALS ROYALTY COMPANY INC. (the “Purchaser Parent”), IRONCLAD ROYALTIES, LLC (the “Vendor”) and MESABI INVESTMENTS (USA) LLC (“MIUSA”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS the Purchaser, the Purchaser Parent, the Vendor and MIUSA entered into a Royalty Purchase Agreement dated as of May 6, 2026, as amended on May 29, 2026 (the “Purchase Agreement”), and the Parties wish to further amend the Purchase Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1.             Amendments**. **The Purchase Agreement is hereby amended as follows:

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