Browse EX-10 agreements

30. SPECIAL RIGHTS AND RESTRICTIONS 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:

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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. Other capitalized term used in this Article 30 but not otherwise defined herein shall have the respective meanings given to such terms in the Securities Purchase Agreement, dated as of September [●], 2026, by and among the Company and the purchasers identified therein (the “Securities Purchase Agreement”), and such definitions are incorporated herein by this reference.

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SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of Yi Feng Holdings Ltd., a corporation organized under the laws of the Cayman Islands (the “Company”).

Accordingly, the Subscriber hereby agrees as follows:

1. Subscription.

a. The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $[ ] per share (“Purchase Price”). This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Agreement. The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing.

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**DATED THIS 19 DAY OF **MAY 2026

Between

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PONTIAC LAND PRIVATE LIMITED

(UEN: 1961001870)

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Landlord

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And

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HC ORTHOPAEDIC SURGERY PTE. LTD.

(UEN: 201725626E)

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Tenant

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LEASE

(CLINIC)

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CAMDEN MEDICAL CENTRE

(#11-06 and #11-07)

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RENEWAL OF TENANCY

THIS AGREEMENT is made the 1 day of JUNE Two Thousand and Twenty-Six (2026)

BETWEEN

(1)	**ERIC KHOO DIABETES AND ENDOCRINE CLINIC PTE LTD **(Co regn no. 201806194D) of 6 Napier Road #09-16, Gleneagles Medical Centre, Singapore 258499 (hereinafter called “the Landlord”) of the one part; and

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LYC Healthcare (Cayman) Ltd (414997)

PRIVATE & CONFIDENTIAL

Ref. No.	: HR/LHC/2601
Date	: 2nd January 2026

Tan Seow Yen

NRIC No: S7733077A

228A Ang Mo Kio St 23

#03-33

Singapore561228

Dear Tan Seow Yen,

APPOINTMENT OF CHIEF FINANCIAL OFFICER – LYC HEALTHCARE (CAYMAN) LTD

We are pleased to inform you that the Management has appointed you as the Chief Financial Officer (CFO), of LYC HEALTHCARE (CAYMAN) LTD. This is in recognition of your leadership, professionalism, and strong contributions to the Finance function.

Details of the appointment:

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**THIS AGREEMENT **is made on 16th September 2025 BETWEEN:

	(1)	**HC ORTHOPAEDIC SURGERY PTE. LTD. **(UEN 201725626E), a company incorporated in the Republic of Singapore with its registered office at 3 Mount Elizabeth #15-14 Mount Elizabeth Hospital Singapore 228510 (Company); and

	(2)	**TANG ZHI HAO **(NRIC No. S8028633C) (Appointee).

(collectively, Parties and each, a Party)

WHEREAS

IT Is HEREBY AGREED as follows:

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CCH Holdings Ltd

No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000

Bukit Mertajam, Pulau Pinang, Malaysia

September 11, 2026

L1 Capital Global Opportunities Master Fund

1688 Meridian Ave, level 6

Miami Beach FL 33139

Attention: David Feldman, Portfolio Manager

Email: dfeldman@L1capitalglobal.com

Re: Amendments to the Securities Purchase Agreement and the Convertible Note

Dear Mr. Feldman:

Reference is made to the Senior 8% Original Discount Convertible Promissory Note in the original principal amount of up to $2,500,000 (the “Note”) that was issued by CCH Holdings Ltd (the “Company”) to L1 Capital Global Opportunities Master Fund (the “Investor”) on July 31, 2026.

Reference is also made to the Securities Purchase Agreement dated as of July 31, 2026 (the “Purchase Agreement”) between the Company and the Investor.

The Company and the Investor are each referred to is this Letter Amendment Agreement (the “Amendment”) as a “party” and collectively the “Parties.”

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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THE ISSUE PRICE OF THIS NOTE IS $207,000.00

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Principal Amount: $207,000.00	Issue Date: May 4, 2026
207,000.00207,000.00

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CONVERTIBLE PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

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This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of May 4, 2026, by and between NEWGENIVF GROUP LIMITED, a company formed pursuant to the laws of British Virgin Islands, with its address at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110 Thailand (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of September [●], 2026, between Roze AI Inc. a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

This Agreement amends and restates the Securities Purchase Agreement, dated September 29, 2025, as subsequently amended, between the Company and the Amendment Participating Purchaser named therein.

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), 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.

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Lock-up Agreement

________, 2026

Roze AI Inc.

#870 – 409 Granville St.
Vancouver, B.C. V6C 1T2

Ladies and Gentlemen:

The undersigned understands that Roze AI Inc., a British Columbia corporation (the “Company”), entered into an amended and restated Securities Purchase Agreement (the “SPA”) on September 4, 2026, with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of an aggregate of $10,000,000 of Class C Preferred Shares of the Company (“Preferred Shares”), and in connection therewith, a registration rights agreement with the Investors. Capitalized terms used and not otherwise defined herein that are defined in the SPA shall have the meanings given such terms in the SPA.

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