Browse EX-10 agreements

Exhibit 10.4

OFFER AND TERMS OF EMPLOYMENT

Dear Deshnee,

We are pleased to offer you the position of Chief Executive Officer with CopperTech Metals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This letter will outline the principal terms and conditions of this offer and your employment should you accept.

Your employment will commence on          , 2026. You will report directly to the Board of Directors of the Company unless and until otherwise advised.

Although your initial work location will be remote, the Company reserves the right to designate a principal corporate office or alternative work location in the future which will be your principal working location. This role may require periodic travel to operational facilities, customer locations, and corporate offices in furtherance of Company business, and your willingness and ability to travel both domestically and internationally is a material requirement of this position.

1. Compensation

Base Salary

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Exhibit 10.5

OFFER AND TERMS OF EMPLOYMENT

Dear Pushpender,

We are pleased to offer you the position of Chief Financial Officer with CopperTech Metals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This letter will outline the principal terms and conditions of this offer and your employment should you accept.

Your employment will commence on         , 2026. You will report directly to the Chief Executive Officer of the Company unless and until otherwise advised.

Although your initial work location will be remote, the Company reserves the right to designate a principal corporate office or alternative work location in the future which will be your principal working location. This role may require periodic travel to operational facilities, customer locations, and corporate offices in furtherance of Company business, and your willingness and ability to travel both domestically and internationally is a material requirement of this position.

1. Compensation

Base Salary

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COPPERTECH METALS INC. 2026 OMNIBUS INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the CopperTech Metals Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options or Other Stock-Based Awards or any combination of the foregoing.

Section 2. Definitions.

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

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Exhibit 10.1

COPPERTECH METALS INC.

A Delaware Corporation

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [       ], 2026, by and between CopperTech Metals Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers;

WHEREAS, Indemnitee is a director, officer, employee or agent of the Company, or serves at the request of the Company as a director, officer, employee, manager, member, partner, tax matters partner, partnership representative, trustee, agent, fiduciary, or similar capacity of a Subsidiary (as defined below) of the Company or another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, or other entity or enterprise;

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The Government of the Republic of Zambia

ZCCM Investments Holdings plc

Vedanta Resources LIMITED

Vedanta Resources Holdings Limited

Konkola Copper Mines plc

2023 Shareholders' Agreement relating to Konkola Copper Mines plc

CONTENTS

Clause		Page
1.	Definitions and Interpretation	4
2.	Conditions Precedent	21
3.	Duration	22
4.	The Company	22
5.	Share Capital	22
6.	The Board and the Management of the Company	23
7.	Technical partner	29
8.	Directors Interest	30
9.	Agreement to Perform	31
10.	Information, Right of Audit and Inspection Information	33
11.	Restrictions on the Company’s Activities	35
12.	Amendments to the Framework Commerical Agreements	39
13.	Issue of Shares	40
14.	Transfer of Shares and Pre-emptive Rights	41

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JUNIOR LIEN INTERCREDITOR AGREEMENT

Among

PHOENIX ENERGY ONE, LLC,

as Company,

PHOENIX OPERATING LLC,

as the Borrower,

the other Grantors party hereto,

FORTRESS CREDIT CORP.,

as First Lien Collateral Agent,

ODYSSEY TRANSFER AND TRUST COMPANY,

as the Notes Collateral Agent and the Notes Indenture Trustee

dated as of [_], 2026

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JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [_], 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), PHOENIX ENERGY ONE, LLC, a Delaware limited liability company (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time party hereto, FORTRESS CREDIT CORP., in its capacity as collateral agent for the First Lien Secured Parties under the First Lien Intercreditor Agreement (in such capacity, together with any successor collateral agent and permitted assignees, the “First Lien Collateral Agent”), and ODYSSEY TRANSFER AND TRUST COMPANY, in its capacity as collateral agent for the Notes Secured Parties

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2026 between Tianci International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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) as to the Shares, the Pre-Funded Warrants and the Common Warrants, 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.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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LOCK-UP AGREEMENT

________, 2026

Maxim Group LLP

300 Park Avenue

New York, NY 10022

	Re:	Proposed Best Efforts Offering by Tianci International, Inc.

Ladies and Gentlemen:

The undersigned, a stockholder, officer and/or director of Tianci International, Inc., a Nevada corporation (the “Company”), understands that Maxim Group LLC (the “Placement Agent”) proposes to have certain institutional investors enter into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company providing for the subsequent public offering (the “Public Offering”) of certain securities of the Company.

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January 14, 2026

Mr. Eyal Rozen

erozen67@gmail.com

Dear Mr. Rozen,

On behalf of One Blockchain LLC (“Employer”), we are pleased to formalize this offer of employment to join our team to provide services to Employer and its successors, parent, subsidiaries and affiliates. This letter and the attached Non-Disclosure and Restrictive Covenant Agreement confirm the terms and conditions of our employment offer to you. The start date of your employment with Employer is January 15, 2026 (the “Effective Date”).

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Exhibit 10.36

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

ELECTRIC SERVICE AGREEMENT

***

WITH

ONE BLOCKCHAIN, LLC

ELECTRIC SERVICE AGREEMENT

THIS AGREEMENT is made this 1st day of October, 2026 (the “Effective Date”), by and between ***, a *** Corporation (the “Company”), party of the first part, and ONE BLOCKCHAIN, LLC , a Delaware limited liability company (the “Customer”), party of the second part.

In consideration of the mutual covenants herein contained, the parties hereto, for themselves, their successors and assigns, do hereby agree that, subject to the following conditions, the Company shall sell and deliver electric power to the Customer, and the Customer shall purchase, receive, use and pay for same:

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May 6, 2026

Mr. Gary Heitz

garyheitz80@gmail.com

Dear Mr. Heitz,

On behalf of Tiger AIDC LLC (“Employer”), we are pleased to formalize this offer of employment to join our team to provide services to Employer and its successors, parent, subsidiaries and affiliates. This letter and the Non-Disclosure and Restrictive Covenant Agreement confirm the terms and conditions of our employment offer to you. The start date of your employment with Employer is May 21, 2026 (the “Effective Date”).

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Chief Financial Officer (CFO) Agreement

This Agreement (“Agreement”) is entered into as of August 11, 2025, by and between Tiger Cloud LLC (“Company”), a Delaware limited liability company, and Jolienne Halisky (“CFO”), a resident of Canada.

	1.	Position and Duties

The Company engages CFO to serve as its Chief Financial Officer.

CFO shall report to the CEO and Board of Directors, performing duties consistent with the role.

CFO shall exercise good faith, professional judgment, and reasonable skill in fulfilling such duties.

	2.	Status of Engagement

The parties acknowledge that the Company does not maintain a Canadian legal entity. CFO shall be engaged as an independent contractor.

CFO shall be solely responsible for all Canadian tax obligations, including income tax, CPP, EI, and health/benefits coverage.

The Company shall not withhold or remit any Canadian source deductions.

	3.	Compensation

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