Browse EX-10 agreements

STRICTLY CONFIDENTIAL

ROZE AI, Inc.

Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil,

Jungwon-gu, Seongnam-si, Gyeonggi-do,

Republic of Korea

Attn: Young Jin Cho, Founder & CEO

Dear Mr. Cho,

This Second Amendment to Engagement Agreement (this “Amendment”) is entered into as of July 21, 2026 (the “Amendment Effective Date”), by and among ROZE AI, Inc. (together with its affiliates, the “Company”), RBW Capital Partners LLC (together with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Advisor”).

WHEREAS, the Company and the Advisor entered into that certain engagement letter dated August 4, 2025 (the “Engagement Agreement”), as amended by that certain Amendment to Engagement Letter dated September 24, 2025 (the “First Amendment”, and together with the Engagement Agreement, the “Agreement”);

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	30.	SPECIAL RIGHTS AND RESTRICTONS ATTACHING TO THE CLASS C PREFERRED SHARES

The Class C Preferred Shares (the “Class C Preferred Shares”) shall have attached thereto the following rights, privileges, restrictions and conditions:

	30.1	Definitions.

For the purposes of this Article 30, in addition to those terms otherwise defined herein, the following terms shall have the following meanings

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STRICTLY CONFIDENTIAL

ROZE AI, Inc.

Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil,

Jungwon-gu, Seongnam-si, Gyeonggi-do,

Republic of Korea

Attn: Young Jin Cho, Founder & CEO

Dear Mr. Cho,

This Second Amendment to Engagement Agreement (this “Amendment”) is entered into as of July 21, 2026 (the “Amendment Effective Date”), by and among ROZE AI, Inc. (together with its affiliates, the “Company”), RBW Capital Partners LLC (together with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Placement Agent”).

WHEREAS, the Company and the Placement Agent entered into that certain engagement letter dated August 4, 2025 (the “Engagement Agreement”), as amended by that certain Amendment to Engagement Letter dated September 24, 2025 (the “First Amendment”, and together with the Engagement Agreement, the “Agreement”);

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Chief Financial Officer (CFO) Employment Agreement

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This Employment Agreement (the “Agreement”) is entered into as of June 9, 2026 (the “Effective Date”), by and between Roze AI Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and Seon Ho Lee (the “CFO”), for the purpose of establishing a stable and trustworthy employment relationship by clearly defining the rights and obligations of both parties.

The Company hereby appoints Seon Ho Lee as its Chief Financial Officer, and Seon Ho Lee hereby accepts such appointment.

1. Employment

1.1 The CFO’s employment shall commence on June 9, 2026.

1.2 The CFO shall serve as the Company’s full-time Chief Financial Officer.

1.3 Upon listing and thereafter, the CFO shall dedicate, on average, a minimum of forty (40) hours per week to fulfilling his responsibilities as the Company’s Chief Financial Officer.

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**Exhibit 10.15 **

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment No. 1”) is dated as of July __, 2026, between Roze AI Inc. a company incorporated under the laws of British Columbia, Canada (the “Company”), and the purchaser identified on the signature pages hereto (the “Amendment Participating Purchaser”). Terms not defined herein shall have the same meaning as defined in the SPA, as that term is defined below.

WHEREAS, on September 29, 2025, the Company, the Amendment Participating Purchaser and other Purchasers identified therein executed a Securities Purchase Agreement (the “SPA”) with respect to the sale by the Company and the purchase by the Purchasers, of up to an aggregate Subscription Amount of $7,000,000 of Class C Preferred Shares.

WHEREAS, the sale and purchase of the Class C Preferred Shares was subject to the terms set forth in the Articles Amendment;

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PROVISIONAL TENANCY AGREEMENT

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THIS PROVISIO_NJ\L TENANCY AGREEMENT (“Agreement”) is made on this 22nd day of September 2025

BETWEEN:

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LANDLORD:

(1)	SPRING TRIUMPH HOLDINGS LIMITED

(2)	EXCEL SHINE HOLDINGS LIMITED

(Collectively referred to as the “Landlord”)

Landlord’s Registered Address:

G/F, MW TOWER, 111 BONHAM STRAND, SHEUNG WAN, HONG KONG

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AND

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TENANT:

** **

AUREA STUDIO LIMITED

** **

(Referred to as the “Initial Tenant”)

Tenant’s Registered Address:

FLAT A, 7/F PAT TAT IND BLDG, 1 PAT TAT ST, SAN PO KONG, HONG KONG

1.	PREMISES

The Landlord agrees to let and the Tenant agrees to take the premises situated at:

3/F, MW PLAZA, 40 KIMBERLEY ROAD, TSIM SHA TSUI, HONG KONG (the “Premises”)

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Dated the day of 09 APR 2026

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GREAT FELICITY LIMITED

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(Landlord)

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and

** **

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NEXA DESIGN LIMITED

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(Tenant)

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TENANCY AGREEMENT

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of

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16th Floor of the building at No. 1 Hoi Ping Road,

Causeway Bay, Hong Kong erected on The Remaining

Portion of Section H of Inland Lot No.29 and the

Remaining Portion of Sub-section 1 of Section H of

Inland Lot No.29.

INDEX

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**FORM OF **

**REGISTRATION RIGHTS AGREEMENT **

This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2026, is entered into by and among YPF Energía Eléctrica S.A., a corporation incorporated under the laws of Argentina (the “Company”), BNR Power Investments B.V (“BNR”) and YPF S.A. (“YPF” and, together with BNR, the “Shareholders”).

**RECITALS **

WHEREAS, the Company intends to consummate an initial public offering of Class B common shares and American depositary shares representing Class B common shares of the Company registered under the Securities Act of 1933, as amended (the “IPO”);

WHEREAS, immediately following consummation of the IPO, the Shareholders beneficially own common shares or other equity securities of the Company that were not sold in the IPO and that may constitute restricted securities or control securities under the Securities Act;

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This              day of             2024

** **

Between

ONG CARE SCAN SDN. BHD. (692430-W)

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[Landlord]

And

DAMI STRATEGIES SDN. BHD. [202201010119 (1455816-T)]

** **

[Tenant]

TENANCY AGREEMENT

Ong Care Scan Sdn Bhd

4th Floor, Wisma Life Care,

No.5, Jalan Kerinchi,

Bangsar South,

59200 Kuala Lumpur.

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TENANCY AGREEMENT

THIS TENANCY AGREEMENT made this

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ROYALTY DEED

This ROYALTY DEED (“Royalty Deed”), effective as of May 15, 2025 (the “Effective Date”), is given by Verdera Energy Corp., a corporation organized under the laws of the province of British Columbia (“Grantor”) whose address is 1200 – 750 West Pender Street, Vancouver, British Columbia V6T 2T8, to enCore Energy Corp., a corporation organized under the laws of British Columbia (“Grantee”), whose address is 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401 United States, (each a “party” and together “the parties”).

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AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT

**THIS AGREEMENT **is effective as of the 5th day of February, 2026:

BETWEEN:

VERDERA ENERGY CORP., a corporation incorporated under the Corporations Act (British Columbia), with its registered office situated at #1200 – 750 West Pender Street, Vancouver, BC V6C 2T8

(hereinafter referred to as the "Corporation")

- and-

POWERONE CAPITAL MARKETS LIMITED, and/or its affiliates, a corporation incorporated under the Business Corporations Act (Ontario), with its business office situate at Suite 2210, The Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1E4

(hereinafter referred to as the "Consultant")

WITNESSES THAT:

WHEREAS the Corporation engaged the Consultant to provide financial and corporate advisory services on the terms and conditions set forth in an agreement dated November 2, 2025 (the “Original Agreement”);

AND WHEREAS the Consultant agreed to provide financial and corporate advisory services as set forth in the Original Agreement;

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ADVISORY SERVICES AGREEMENT

THIS AGREEMENT effective as of January 1, 2026

BETWEEN:

DAVID D’ONOFRIO

(hereinafter referred to as the “Advisor”)

- and -

VERDERA ENERGY CORP.

(hereinafter referred to as the “Corporation”)

WHEREAS the Advisor has and continues to provide certain advisory services, including strategic, structuring and financial advice to the Corporation with respect to its Qualifying Transaction on the terms and conditions hereof and the Corporation wishes to retain the services of the Advisor on the terms hereof;

NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Advisor hereby enter into this Agreement as follows:

Article 1 - DEFINITIONS

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