Browse EX-10 agreements

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EXECUTIVE OFFICER AGREEMENT

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**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of July 8, 2026, is by and between Timwood Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Ka Kin TAM, an individual (the “Executive Officer”).

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AGREEMENT

1. **Appointment. **The Executive Officer was appointed as chief financial officer (the “CFO”) on July 8, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on July 8, 2026. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve as the CFO pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the

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EXECUTIVE OFFICER AGREEMENT

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**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of July 8, 2026, is by and between Timwood Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Chi Wai LAM, an individual (the “Executive Officer”).

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AGREEMENT

1. **Appointment. **The Executive Officer was appointed as chief executive officer (the “CEO”) on July 8, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on July 8, 2026. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve as the CEO pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the

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DIRECTOR AGREEMENT

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**THIS DIRECTOR AGREEMENT **(this “Agreement”), dated as of [ ], 2026, is by and between Timwood Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ], an individual (the “Director”).

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AGREEMENT

1. **Appointment. **The individual was appointed as Director on [ ], 2026. This Agreement serves to regulate the employment relationship between the Company and the Director from the effective date of the registration statement of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Director on [ ], 2026. The Company shall employ the individual and the individual shall diligently and faithfully serve as the Director pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Capital Market (to the extent applicable) and other applicable laws and regulations.

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English Summary of the Tenancy Agreement

Parties

	●	Landlord: Great Rich Universal Limited

	●	Tenant: Timwood Asia Logistics Limited

Premises

	●	Unit: Room B23, 5/F, Wing Hong Factory Building

	●	Address: 777–783 Yu Chau West Street, Cheung Sha Wan, Hong Kong

Term

	●	Total Term: 2 years

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EXECUTIVE OFFICER AGREEMENT

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**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of July 8, 2026, is by and between Timwood Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Ngar Tat Eddie CHEUNG, an individual (the “Executive Officer”).

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AGREEMENT

1. **Appointment. **The Executive Officer was appointed as chairman of the board of directors of the Company (the “Chairman”) on July 8, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on July 8, 2026. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve as Chairman pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the

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INDEPENDENT DIRECTOR AGREEMENT

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**THIS INDEPENDENT DIRECTOR AGREEMENT **(this “Agreement”), dated as of [ ], 2026, is by and between Timwood Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [   ], an individual (the “Director”) and shall become effective on the effective date of the registration statement of the Company’s initial public offering (the “Effective Date”).

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RECITALS

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WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

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WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

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AGREEMENT

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Exhibit 10.3

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INDEMNIFICATION AGREEMENT

**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”), dated as of [_], 2026, is by and between Sin Lian Seng Construction, a company incorporated under the laws of the Cayman Islands (the “Company”) and [  ] (the “Indemnitee”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

RECITALS

WHEREAS, Indemnitee is a director or officer of the Company and in such capacity renders valuable services to the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification is available; and

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Sin Lian Seng Construction

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[Date]

Re: Independent Director Offer Letter – [_]

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Dear [_],

Sin Lian Seng Construction (the “Company”), located at 30 Kranji Loop, Unit #02-12, Singapore 739570, is pleased to offer you a position as an independent director (the “Independent Director”) of its Board of Directors (the “Board”). The Board reviewed your qualifications and experience and believes that your qualifications and experience will be a significant asset to the Company, particularly since your qualifications meet the requirements for the appointment as an Independent Director. The Board believes that you meet the criteria of an independent director as defined in the Nasdaq Listing Rule 5605(a)(2) and the SEC Rule 10A-3. We look forward to your participation on the Board, to commence [upon the date hereof / upon the effectiveness of the registration statement on Form F-1 (the “F-1”) that the Company will file with the Securities and Exchange Commission (the “SEC”)]. Should you choose to accept this position as a member of the Board, this letter agreement

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Exhibit 10.1

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EXECUTIVE OFFICER AGREEMENT

**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of [_], 2026, is by and between Sin Lian Seng Construction, a company incorporated under the laws of the Cayman Islands (the “Company”), and [_], an individual (the “Executive Officer”).

AGREEMENT

1. **Appointment. **The Executive Officer was appointed as [_] on [_]. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the closing date of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on [_]. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve as the Company’s [_] pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the Nasdaq Stock Market Rules (to the extent applicable) and other applicable laws and r

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Exhibit 10.1

BAOZUN INC.

2022 SHARE INCENTIVE PLAN

(as adopted on November 1, 2022 and subsequently amended on May 20, 2026)

ARTICLE 1. PURPOSE

The purpose of the Baozun Inc. 2022 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Baozun Inc. (the “Company”) by linking the personal interests of the members of the Board, Employees, and Service Providers to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company and other Service Recipients in their ability to motivate, attract, and retain the services of members of the Board, Employees, and Service Providers upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan replaces the Prior Plans and the Prior Plans shall continue to govern awards granted prior to the Effective Date (as defined below) but no new awards

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Dated___June 2025

Amendment to Share purchase agreement

amongst

DANI ALYAMOUR

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DAVID COOK

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PAUL DAVID SEBRIGHT

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NISHANT JOHN FARIA

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OSAMA MUNIR RAGHEB ALKALOTI

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KGM HOLDINGS LIMITED

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WEST IRELAND INVESTMENT LIMITED

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TRILIV HOLDINGS LIMITED

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DUPLAYS HOLDINGS LIMITED

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and

LOTTERY.COM INC.

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CONTENTS

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TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of January 26, 2026, by and among Lottery.com Inc., a Delaware corporation (the “Company”) and Evergreen Capital Management, LLC, a Nevada company (the “Purchaser”, and together with the Company, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (as defined below) or Purchase Agreement (as defined below), as applicable.

RECITALS

A. The Company issued that certain Senior Secured Convertible Promissory Note to the Purchaser on December 2, 2025, as amended by Amendment No. 1 to the Senior Secured Convertible Promissory Note, dated as of January 21, 2026, between the Company, as the borrower, and the Purchaser, as the holder (the “Note”).

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