Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

SB ENERGY, INC.

AND

THE INITIAL SHAREHOLDERS

[ ⬤ ], 2026

---

TABLE OF CONTENTS

SECTION I.							DEFINITIONS	2
1.1							Drafting Conventions; No Construction Against Drafter	2
1.2							Defined Terms	2

…

CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

Principal	Loan Date	**Maturity **	Loan No	Call / Coll	Account	**Officer **	Initials

…

AMENDED AND RESTATED JOINT VENTURE AGREEMENT

ROTHE ARES 2 JV, LLC

a Texas Joint Venture

This Amended and Restated Woman-Owned Small Business (WOSB) Joint Venture Agreement (“Agreement”) is made and entered into effective as of the 19th day of September, 2025, by and between Rothe Development, Inc. (“RDI”), a Texas WOSB corporation with its principal place of business at 4614 Sinclair Rd., San Antonio, TX 78222, and ARES Technical Services Corporation (“ARES”), a Virginia corporation with its principal place of business at 8444 Westpark Drive, Suite 800, McLean, VA 22102 (collectively referred to as the “Parties” or “Joint Venturers”).

RECITALS

** **

WHEREAS, the Parties previously entered into that certain Joint Venture Agreement dated as of April 30, 2025 (the “Original Agreement”), pursuant to which they formed ROTHE ARES 2 JV, LLC (the “Joint Venture”) under the U.S. Small Business Administration’s Mentor-Protégé Program;

…

** **

QTS ROTHE JV, LLC	August 21, 2023

JOINT VENTURE AGREEMENT

** **

QTS Rothe JV, LLC

** **

a Texas Joint Venture

** **

This HUBZone Joint Venture Agreement (“Agreement”) is made and entered into this this 21st day of August 2023 by and between Qualified Technical Services, Inc. **(QTS), **a Texas HUBZone corporation with its principal place of business at 18096 Kings Row, Suite F, Houston, TX 77058 and Rothe Enterprises, Inc. (REI), a Texas HUBZone corporation with its principal place of business at 229 Sandhill, St., Webster, TX 77598 (collectively referred to as the “Parties” or “Joint Venturers”).

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, QTS and REI hereby agree as follows:

…

JOINT VENTURE AGREEMENT

ROTHE ARES JV, LLC

a Texas Joint Venture

** **

This Woman-Owned Small Business (WOSB) Joint Venture Agreement (“Agreement”) is made and entered into this 15th day of January, 2021, by and between Rothe Development, Inc (RDI), a Texas WOSB corporation with its principal place of business at 4614 Sinclair Rd., San Antonio, TX 78222, and ARES Technical Services Corporation (ARES), a California corporation with its principal place of business at 1440 Chapin Avenue, Suite 390, Burlingame, California 94010 (collectively referred to as the “Parties” or “Joint Venturers”).

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, **RDI **and **ARES **hereby agree as follows:

…

ROTHE DEVELOPMENT, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I — PURPOSE

The Rothe Development, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) provides eligible employees of Rothe Development, Inc., a Texas corporation (the “Company”), and its Designated Subsidiaries the opportunity to acquire shares of the Company’s Class B Common Stock at a discount. The Plan is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and includes: (a) a Section 423 Component for U.S. taxpayer employees, and (b) a Non-423 Component for employees in jurisdictions where Section 423 participation is not feasible due to local law. The Plan is designed to take effect in connection with the listing of the Common Stock on The Nasdaq Stock Market LLC or another national securities exchange (the “Listing”). The Plan complements the Rothe Development, Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan”), and shares reserved hereunder are separate from and additional to those reserved under the Equity Incentive Plan.

ARTICLE II — DEFINITIONS

…

COMMERCIAL LEASE AGREEMENT

THE PARTIES. This Lease Agreement agreed on September 25, 2024 is between:

The **Lessor **is a business entity known as K&TH Properties, I.LC with a maiIing address of 3010 Layne St., La Porte, TX, 77571, hereinafter referred to as the “Lessor.”

AND

The Lessee is a business entity known as Rothe Enterprise, Inc. (REI) with a mailing address of P.O. Box 57887, Webster, TX 77598, hereinafter referred to as the “Lessee.”

The Lessor and Lessee hereby agree as follows:

DESCRIPTION OF LEASED PREMISES.

The Lessor agrees to lease to the Lessee the following described 2,071 square feet (st) of office space localed at 229 Sandhill St., Webster, TX 77598, including exterior and parking.

…

JOINT VENTURE AGREEMENT

RX2JV,LLC

A TEXAS JOINT VENTURE

This document contains the entire conformed agreement consisting of the original RX2N Joint Venture, LLC Agreement (UEI F153LC6BSHF6) signed February 18, 2022, and modifications amended into this agreement on date: 21 July 2022 in order to comply with POLARJS solicitation 47QTCB22R0003 respective requirements of FAR 52.207-6 and 13 C.F.R. 127.506.

This Women-Owned Small Business (WOSB) Joint Venture Agreement (herein after referred to as the “Agreement”) is entered into this 18th day ofFebruaiy, 2022 (Original Agreement), by and among Rothe Development, Inc., a Texas corporation organized and operating under the laws of the State of Texas with principle offices at 4614 Sinclair Rd., San Antonio, TX 78222, and X Technologies, existing under the laws of the state of Texas with registered offices at 100 Sandau Rd Suite 300, San Antonio, TX 78216, (herein after collectively referred to as the “Joint Venture”) for the purpose of performing POLARJS GWAC Women Owned Small Business Pool (herein after referred to as” POLARJS”) unde

…

ROTHE DEVELOPMENT, INC. 2026 EQUITY INCENTIVE PLAN

ARTICLE I — PURPOSE

The purpose of the Rothe Development, Inc. 2026 Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of Rothe Development, Inc., a Texas corporation (the “Company”), by linking the personal interests of employees, officers, directors, and consultants of the Company and its subsidiaries to those of the Company’s stockholders, and by providing such individuals with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to attract, retain, and motivate key personnel upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE II — DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings set forth below:

“Administrator” means the Board of Directors or a Committee designated by the Board to administer the Plan.

…

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is effective as of this 31st day of December 2025, by and among Rothe Enterprises, Inc., a Texas corporation (“Seller”) and QTS Rothe JV, LLC, a Texas limited liability company (“Purchaser”).

WHEREAS, Seller is a member and owner of forty-nine percent (49%) of the equity interests of Purchaser, which is a HUBZone certified joint venture under the United States Small Business Administration’s regulations between Seller and Qualified Technical Services, Inc., a Texas corporation;

WHEREAS, Seller and Purchaser are each HUBZone certified small businesses specializing in, among other things, the provision of professional services to federal agencies and prime contractors; and

WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to purchase and acquire from Seller, certain of Seller’s assets, comprised of an OASIS+ contract, on the terms and conditions set forth in this Agreement.

…

FARMOUT AGREEMENT

VARIOUS AREAS ALBERTA & SASKATCHEWAN

THIS FARMOUT AGREEMENT (the “Agreement”) dated for reference as of the 17th day of September, 2026.

BETWEEN:

CROVERRO ENERGY LTD., a corporation having an office in the City of Calgary, Alberta (hereinafter referred to as “Croverro”);

AND

TRIO PETROLEUM CANADA, CORP., a corporation having an office in the City of Calgary, Alberta (hereinafter referred to as “Trio”);

WHEREAS Croverro has agreed to grant to Trio the right to earn eighty (80%) percent of Croverro’s Pre-Earning Working Interest on the terms and conditions hereinafter set forth;

NOW THEREFORE in consideration of the premises and of the covenants and agreements of the Parties, the Parties agree as follows:

	1.	Interpretation.

…