Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT FOR INVESTORS

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**THIS REGISTRATION RIGHTS AGREEMENT **(this “Agreement”) is made as of September 4, 2026, by and among RTB Digital, Inc, a Nevada corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as a “Stockholder” and collectively as the “Stockholders”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 13.

A. In connection with the Subscription Agreement by and among the Company and the Stockholders hereto (the “Subscription Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Subscription Agreement, to issue and sell Shares to each Subscriber (as defined in the Subscription Agreement), shares of common stock of the Company (the “Common Stock”).

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RTB DIGITAL, INC. SUBSCRIPTION AGREEMENT

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September 4, 2026

RTB Digital, Inc.

4300 University Way, NE, Suite C

Seattle, WA 98105

Ladies and Gentlemen:

The undersigned subscribers listed on Exhibit B hereto, (individually and collectively referred to herein as, the “Subscriber”) desires to purchase a number of shares of common stock as set forth on Schedule A hereto (the “Common Stock”), of RTB Digital, Inc., a Nevada corporation (the “Company”) in consideration for an aggregate price set forth on Exhibit B (the “Subscription Price”), based on a per share price of US $11.13. In connection with this offer to purchase, the Subscriber and the Company agree and acknowledge the following:

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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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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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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September [●], 2026, between Roze AI Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of September [*], 2026, between the Company and the Purchasers named therein (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

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Exhibit 10.49

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CDT EQUITY INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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Non-employee members of the board of directors (the “Board”) of CDT Equity Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). This Program has been adopted under the Company’s 2023 Stock Incentive Plan, as amended, or its successor (the “Equity Plan”) and shall be effective as of September 1, 2025 (the “Effective Date”). The cash and equity compensation described in this Program shall be paid or be granted, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company and (each, a “Non-Employee Director”), unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program may be amended, modified or terminated by the Board at any time in its sole discretion.

1. Cash Compensation.

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CONVERTIBLE NOTE SECURITY AGREEMENT

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This CONVERTIBLE NOTE SECURITY AGREEMENT, dated as of September 3, 2026 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Hepion Pharmaceuticals, Inc. (the “Company” or the “Grantor”) and Gravitas Capital LP (the “Agent”), acting for the benefit of the parties listed on Schedule 1 attached hereto from time to time, and their respective endorsees, transferees and assigns (collectively, the “Secured Party”),

W I T N E S S E T H:

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CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of September 3, 2026, by and between Hepion Pharmaceuticals, Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”) and the persons and entities (individually, a “Purchaser” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto as Schedule 1 (the “Schedule of Purchasers”).

RECITALS

A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act (as defined below).

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ADVISORY SERVICES AGREEMENT

This Advisory Services Agreement (this “Agreement”) is made and entered into as of August 24, 2026, (the “Effective Date”), by and between StimCell Energetics Inc. (the “Company”), and Stonegate Capital Markets, Inc., a Texas corporation (“Stonegate”).

WHEREAS the Company desires to retain Stonegate as its non-exclusive Advisor (its “Advisor”) and Stonegate is willing to act in such capacity, in each case subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and Stonegate (each a “Party” and collectively, the “Parties”) hereby agree as follows:

1.RETENTION OF STONEGATE; SCOPE OF SERVICES

(a)Subject to the terms and conditions set forth herein, the Company hereby retains Stonegate to act as its Advisor to the Company during the Contract Period (as defined below), and Stonegate hereby agrees to be so retained.

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Execution Version (GER/ENG)

**8. September 2026 / September 8, 2026 **

**Worthington Steel GmbH **

und / and

**Klöckner & Co SE **

**Beherrschungs- und Gewinnabführungsvertrag / **

**Domination and Profit and Loss Transfer Agreement **

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SECOND AMENDMENT TO LOAN, SECURITY
AND COLLATERAL MANAGEMENT AGREEMENT

THIS SECOND AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of September 2, 2026, is entered into by and among:

(1) 5CLP BDC I ABL SPV-A LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2) **each of the lenders party **TO THE AGREEMENT;

(3) Ally Bank, as the administrative agent (“Ally Bank” and in such capacity, the “Administrative Agent”) and the swingline lender (in such capacity, the “Swingline Lender”);

(4) 5C LENDING PARTNERS ADVISOR LLC, a Delaware limited liability company (the “Collateral Manager”);

(5) 5C LENDING PARTNERS CORP., a Maryland Corporation (the “Transferor”); and

(6) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but as the collateral custodian (together with its successors and permitted assigns in such capacity, the “Collateral Custodian”).

RECITALS

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