Browse EX-10 agreements

MASTER SERVICES AGREEMENT

THIS AGREEMENT is made and entered into as of this 1st day of July 2025 (the “Effective Date”),

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BETWEEN:

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LORENZO DEVELOPMENTS INC. Unit 218, 3459 Sheppard Avenue East Scarborough, ON (hereinafter referred to as the “Service Provider”)

- AND -

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BLITZ DEVELOPMENTS INC. [*] (hereinafter referred to as the “Client”)

(Collectively referred to as the “Parties”)

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BACKGROUND:

A. The Client is a construction management company engaged in various development projects.

B. The Service Provider possesses expertise in construction site supervision and project management.

C. The Client wishes to engage the Service Provider to perform site supervision and related services on an outsourced basis for various projects, and the Service Provider agrees to provide such services under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

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DEVELOPMENT PROJECT MANAGEMENT AGREEMENT

THIS AGREEMENT is made as of [*],

BETWEEN:

Lorenzo Developments Inc.

(a corporation incorporated under the laws of Ontario)

(hereinafter referred to as the “Project Manager”),

AND

[*]

(a corporation incorporated under the laws of [*])

(hereinafter referred to as the “Client”).

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1. Scope of Services

The Project Manager shall provide the following services (the “Services”)

[*]

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2. Term

The term of this Agreement shall commence on [*] and shall continue for a period of [*] months unless extended or terminated earlier in accordance with this Agreement.

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3. Compensation

(a) The Client shall pay the Project Manager a fee of [*] plus applicable Harmonized Sales Tax (HST) per month starting from [*].

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FINANCIAL ADVISORY AGREEMENT

CONFIDENTIAL

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This Advisory Agreement (the “Agreement”) is made as of 11 June 2026 (the “Effective Date”) between Tracx Logis Pte. Ltd., a private limited company, incorporated under the laws of the Republic of Singapore (Registration Number 201104738Z) (the “Company”) and American Ventures LLC, Series XXXVIII Tracx Logis Advisory, a Delaware series limited liability company (the “Advisor”).

WHEREAS, the Company desires to obtain the services of Advisor to advise the Company on certain matters, on the terms and conditions stated in this Agreement;

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FITNESS FANATICS LIMITED

Flat 15, Block F, UG/F.

Wah Lok Industrial Centre

31-35 Shan Mei Street

Fo Tan, New Territories

Hong Kong

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[Date]

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Re: Director Offer Letter – [Name of Independent Director]

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Dear [Name of Independent Director]:

FITNESS FANATICS LIMITED a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as 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 a Director in the Company. Should you choose to accept this position as a member of Board of Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon the Securities and Futures Commis

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EMPLOYMENT AGREEMENT

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This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [DATE], by and between Fitness Fanatics Limited, a company incorporated and existing under the laws of Cayman Islands (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

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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

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The parties hereto agree as follows:

	1.	POSITION

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INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of [DATE] by and between Fitness Fanatics Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

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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

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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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Note: Qxpress Pte. Ltd. changed its name to Tracx Logis Pte. Ltd. as of November 18, 2024.

All references in this Plan to Qxpress refer to Tracx Logis.

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QXPRESS PTE. LTD.

(Incorporated in the Republic of Singapore)

Company Registration No. 201104738Z

2020 EMPLOYEE STOCK OPTION PLAN

	1	PURPOSES

	(a)	***Eligible Option Recipients. ***The persons eligible to receive Options are the Employees, Directors and Consultants of the Company and its Affiliates.

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A LEASE mad. th^ I ^{\,. day of Between: (1) HSBC INSTITUTIONAL TRUST SERVICES (SinGAPORE) LIMITED (as trustee of unPLETREE LOGISTICS TRUST) (UNIQUE ENTITY No. 194900022R) a company incorporated in the Republic of Singapore and having its registered office at 10 Marina Boulevard #48-01 Marina Bay Financial Centre Tower 2 Singapore 018983 (hereinafter called "the Landlord" which expression shall include its successors and assigns) of the one part; and JLA ". @ (2) TRACX LOCIS PTE. LTD. (f. k. a. Q, ^RESS PTE. LTD. ) (UNIQUE ENTITY No. 20/104738Z), a companyincorporated in the Republic of Singapore and having its registered office at 5A Toh Guan Road East #06-03 CWT Jurong East Logistics Centre Singapore 608830 (hereinafter called "the Tenant', of the other part. Two thousand and Now THIS LEASE WITNESSETH as follows: Two"\^ , fiVA- (2021^') Definition I. 1.1 INTERPRETATION In this Lease and in any rules and regulations made hereunder or annexed hereto unless the contrary intention appears: (a) ^, t as "5A Toh Guan Road East" within which the Premises are situated and the expression "

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LOCK-UP AGREEMENT

[____], 2026

Joseph Gunnar & Co., LLC

Research Capital Corporation

acting as Representatives of the

Several underwriters:

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AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to Amended and Restated Securities Purchase Agreement (this “Amendment”) dated this 15th day of September, 2026, between Roze AI Inc. (the “Company”) and The Blackstone Mercantile Group Ltd SAC (the “Purchaser”).

WHEREAS, the Company and the Purchaser are party to an amended and restated securities purchase agreement, dated September 4, 2026 (the “Purchase Agreement”);

WHEREAS, the Company and the Purchaser desire to amend the Purchase Agreement as more particularly set forth below;

WHEREFORE, the parties hereby agree as follows:

1. The Articles Amendment under the Purchase Agreement will be in the form of Exhibit A hereto.

2. Except as modified herein, the terms of the Purchase Agreement shall remain in full force and effect.

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