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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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 10.3

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EXECUTIVE OFFICER AGREEMENT

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**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of August 27, 2026, is by and between Star Integratia Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and CHEW Kam Swee, an individual (the “Executive Officer”).

AGREEMENT

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1. **Appointment. **The Executive Officer will be appointed as chief financial officer (the “CFO”) from September 15, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the CFO pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Capital Market (to the extent applicable) and other applicable laws and regulations.

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***INDEMNIFICATION AND ADVANCEMENT AGREEMENT ***

This Indemnification and Advancement Agreement (“Agreement”) is made on [ • ], 2026 by and between Cumberland Farms Limited, an exempted company registered by way of continuation under the laws of Cayman Islands (the “Company”), and [ • ], [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

**RECITALS **

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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**FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT **

This FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT, dated as of April 13, 2026 (this “Amendment”), which amends that certain Syndicated Facility Agreement, dated as of February 10, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”), by and among EG FINCO LIMITED, a private company incorporated under the laws of England and Wales with company number 09826778, as the Parent Borrower (in such capacities, the “Parent Borrower”), EG AMERICA, LLC, a Delaware limited liability company (the “US** **Borrower” and together with the Parent Borrower, the “Borrowers” and each a “Borrower”), EG Group Limited, a private company incorporated under the laws of England and Wales with company number 09826582 (“Parent”), each Lender from time to time party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as Administrative Agent (in such capacity, the “Administrative Agent”), is entered in

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**FIRST SUPPLEMENTAL INDENTURE **

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 14, 2024 among EG Global Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture dated as of November 24, 2023, between, among others, the Issuer, Deutsche Trustee Company Limited, as trustee, and Barclays Bank PLC, as security agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Indenture”) providing for the issuance of $500,000,000 Senior Secured Floating Rate Cash Pay / PIK Notes due 2028 (the “Notes”);

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**FOURTH SUPPLEMENTAL INDENTURE **

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 26, 2026, among EG Group Holdings Europe Limited, a private limited company incorporated under the laws of England and Wales with registered number 17106123 (the “Subsequent Guarantor”), EG Global Finance plc, a public limited company incorporated in England and Wales, (the “Issuer”**), and Deutsche Trustee Company Limited, as Trustee.

W I T N E S S E T H

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**SECOND SUPPLEMENTAL INDENTURE **

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2026, among EG Shared Services (America), LLC, a Delaware limited liability company, and Cumberland Farms Finance LLC, a Delaware limited liability company (each, a “Subsequent Guarantor” and together, the “Subsequent Guarantors”), EG Global Finance plc, a public limited company incorporated in England and Wales, (the “Issuer”**), and Deutsche Trustee Company Limited, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture , dated as of November 24, 2023 (as supplemented by a supplemental indenture, dated as of November 14, 2024, among the Issuer, the Trustee and the guarantor named therein) (the “Indenture”), providing for the issuance of Senior Secured Floating Rate Cash Pay / PIK Notes due 2028 (collectively, the “Notes”);

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**CUMBERLAND FARMS LIMITED **

**2026 INCENTIVE AWARD PLAN **

**ARTICLE I. **

**PURPOSE **

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.

**ARTICLE II. **

**DEFINITIONS **

As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

2.1 “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator” shall refer to such officer(s) unless and until such delegation has been revoked.

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**FIFTH SUPPLEMENTAL INDENTURE **

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 2, 2026 among EG Global Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture dated as of November 24, 2023 (as supplemented by a first supplemental indenture, dated as of November 14, 2024, among others, the Issuer, the Trustee and the guarantors named therein, by a second supplemental indenture, dated as of March 20, 2026, among others, the Issuer, the Trustee and the subsequent guarantors named therein, by a third supplemental indenture dated March 25, 2026 among the Issuer, the Trustee and the subsequent guarantor named therein and by a fourth supplemental indenture dated June 26, 2026, among others, the Issuer, the Trustee and the subsequent guarantors named therein) (the “Indenture”), providing for the issuance of Senior Secured Floating Rate Cash Pay /

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**EXECUTION VERSION **

**SIXTH SUPPLEMENTAL INDENTURE **

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 28, 2026 among EG Global Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee (the “Trustee”).

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture dated as of November 24, 2023, as supplemented by a first supplemental indenture, dated as of November 14, 2024, among, among others, the Issuer, the Trustee and the guarantors named therein, by a second supplemental indenture, dated as of March 20, 2026, among, among others, the Issuer, the Trustee and the subsequent guarantors named therein, by a third supplemental indenture, dated as of March 25, 2026, among the Issuer, the Trustee and the subsequent guarantor named therein, by a fourth supplemental indenture, dated as of June 26, 2026, among, among others, the Issuer, the Trustee and the subsequent guarantors named therein and by a fifth supplemental indenture, date

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**SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENT **

This SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENT, dated as of June 23, 2026 (this “Amendment”), which amends that certain Syndicated Facility Agreement, dated as of February 10, 2026 (as amended by that certain First Amendment to Syndicated Facility Agreement, dated as of April 13, 2026, as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”), by and among EG FINCO LIMITED, a private company incorporated under the laws of England and Wales with company number 09826778, as the Parent Borrower (in such capacities, the “Parent Borrower”), EG AMERICA, LLC, a Delaware limited liability company (the “US** **Borrower” and together with the Parent Borrower, the “Borrowers” and each a “Borrower”), EG Group Limited, a private company incorporated under the laws of England and Wales with company number 09826582 (“Parent”), each Lender from time to time party thereto and JPMorgan Cha

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