Browse EX-10 agreements

Deal CUSIP Number: 98954YAG0

Revolving Facility CUSIP Number: 98954YAH8

Term Facility CUSIP Number: 98954YAJ4

CREDIT AGREEMENT

Dated as of July 24, 2026

among

ZETA GLOBAL CORP.,

as the Borrower,

ZETA GLOBAL HOLDINGS CORP.,

as Holdings,

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer, Joint Lead Arranger and Joint Bookrunner

and

THE LENDERS PARTY HERETO

and

CITIGROUP GLOBAL MARKETS INC., JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and TRUIST SECURITIES, INC.

as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents

and

FLAGSTAR BANK and MORGAN STANLEY SENIOR FUNDING, INC.

as Co-Documentation Agents

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TABLE OF CONTENTS

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FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF BRIXMOR OPERATING PARTNERSHIP LP

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Partnership”), dated as of May 27, 2026 (as amended, the “Partnership Agreement”), is made and entered into by and among Brixmor OP GP LLC, a Delaware limited liability company, as the General Partner, BPG Subsidiary LLC, a Delaware limited liability company, as a Limited Partner, and BPG Sub LLC, a Delaware limited liability company, as a Limited Partner. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

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EXECUTION VERSION

RIGHTS REACQUISITION AGREEMENT

This RIGHTS REACQUISITION AGREEMENT (this “Agreement”) is entered into as of July 23, 2026 (the “Rights Reacquisition Effective Date”), by and among Chiesi Farmaceutici S.p.A., a corporation incorporated under the laws of Italy (“Chiesi SpA”), and Chiesi USA, Inc., a corporation organized under the laws of the State of Delaware (“Chiesi USA” and, together with Chiesi SpA, “Chiesi”), on the one hand; and Gossamer Bio USA, Inc. (formerly GB002, Inc.), a corporation organized under the laws of the State of Delaware (“Gossamer U.S.”), Gossamer Bio 002 Ltd., a company incorporated under the laws of Ireland (“Gossamer Ireland”), and Gossamer Bio, Inc., a corporation organized under the laws of the State of Delaware (“Gossamer Parent”, and together with Gossamer U.S. and Gossamer Ireland, collectively, “Gossamer”), on the other hand. Chiesi and Gossamer are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

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OYOCAR GROUP INC.

23 Jalan Pulai Mesra 9, Bandar Kangkar

Pulai, 81110, Johor Bahru Johor, Malaysia

July 22, 2026

Zhou Xiefeng

Shanghai Zhongru Smart Energy Group

LETTER OF INTENT

Sir:

This Letter of Intent summarizes certain terms under which our company (Oyocar Group Inc.) would acquire ownership of Shanghai Zhongru Smart Energy Group (“Target”) from you. This proposed transaction is sometimes referred to as the “Transaction.”

NON-BINDING TERMS

This paragraph and Sections 1 through 4 are not legally binding on either party. They would serve as the non-binding basis for an initial draft of a definitive agreement for the Transaction (the “Definitive Agreement”), which would be provided by Oyocar Group. We currently contemplate that the Definitive Agreement would include, among others, the following terms:

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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 “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

** **

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 **

** **

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

** **

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

BETWEEN:

** **

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

** **

AND

** **

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

** **

** **

** **

GREAT FELICITY LIMITED

** **

(Landlord)

** **

** **

and

** **

** **

** **

NEXA DESIGN LIMITED

** **

(Tenant)

** **

TENANCY AGREEMENT

** **

of

** **

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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**ADVISORY AGREEMENT **

**BY AND AMONG **

**HPS NET LEASE INCOME REIT, **

**HNET OPERATING PARTNERSHIP, L.P., **

**AND **

**ELMTREE FUNDS, LLC **

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***TABLE OF CONTENTS ***

				Page
1.		Definitions			1
2.		Appointment			5
3.		Duties of the Advisor			5
4.		Authority of the Advisor			8
5.		Bank Accounts			9
6.		Records; Access			9

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