Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: $600,000		Dated as of June 3, 2026
		New York, New York

This AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is effective as of this 3rd day of June, 2026, by Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Maker”), in favor of Gores Sponsor XI LLC, a Cayman Islands exempted limited liability company or its registered assigns or successors in interest (the “Payee”).

RECITALS

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NORIENT ACQUISITION

April 24, 2026

Re: Founder Subscription Agreement

Gentlemen:

This agreement (this “Agreement”) is entered into on April 24, 2026 by and between FDB IV, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Norient Acquisition, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,175,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 675,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

	1.	SUBSCRIPTION AND PURCHASE OF SECURITIES

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $350,000	Dated as of April 24, 2026

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Exhibit 10.4

OFFER AND TERMS OF EMPLOYMENT

Dear Deshnee,

We are pleased to offer you the position of Chief Executive Officer with CopperTech Metals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This letter will outline the principal terms and conditions of this offer and your employment should you accept.

Your employment will commence on          , 2026. You will report directly to the Board of Directors of the Company unless and until otherwise advised.

Although your initial work location will be remote, the Company reserves the right to designate a principal corporate office or alternative work location in the future which will be your principal working location. This role may require periodic travel to operational facilities, customer locations, and corporate offices in furtherance of Company business, and your willingness and ability to travel both domestically and internationally is a material requirement of this position.

1. Compensation

Base Salary

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Exhibit 10.5

OFFER AND TERMS OF EMPLOYMENT

Dear Pushpender,

We are pleased to offer you the position of Chief Financial Officer with CopperTech Metals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This letter will outline the principal terms and conditions of this offer and your employment should you accept.

Your employment will commence on         , 2026. You will report directly to the Chief Executive Officer of the Company unless and until otherwise advised.

Although your initial work location will be remote, the Company reserves the right to designate a principal corporate office or alternative work location in the future which will be your principal working location. This role may require periodic travel to operational facilities, customer locations, and corporate offices in furtherance of Company business, and your willingness and ability to travel both domestically and internationally is a material requirement of this position.

1. Compensation

Base Salary

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COPPERTECH METALS INC. 2026 OMNIBUS INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the CopperTech Metals Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options or Other Stock-Based Awards or any combination of the foregoing.

Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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Exhibit 10.1

COPPERTECH METALS INC.

A Delaware Corporation

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [       ], 2026, by and between CopperTech Metals Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers;

WHEREAS, Indemnitee is a director, officer, employee or agent of the Company, or serves at the request of the Company as a director, officer, employee, manager, member, partner, tax matters partner, partnership representative, trustee, agent, fiduciary, or similar capacity of a Subsidiary (as defined below) of the Company or another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, or other entity or enterprise;

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The Government of the Republic of Zambia

ZCCM Investments Holdings plc

Vedanta Resources LIMITED

Vedanta Resources Holdings Limited

Konkola Copper Mines plc

2023 Shareholders' Agreement relating to Konkola Copper Mines plc

CONTENTS

Clause		Page
1.	Definitions and Interpretation	4
2.	Conditions Precedent	21
3.	Duration	22
4.	The Company	22
5.	Share Capital	22
6.	The Board and the Management of the Company	23
7.	Technical partner	29
8.	Directors Interest	30
9.	Agreement to Perform	31
10.	Information, Right of Audit and Inspection Information	33
11.	Restrictions on the Company’s Activities	35
12.	Amendments to the Framework Commerical Agreements	39
13.	Issue of Shares	40
14.	Transfer of Shares and Pre-emptive Rights	41

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JUNIOR LIEN INTERCREDITOR AGREEMENT

Among

PHOENIX ENERGY ONE, LLC,

as Company,

PHOENIX OPERATING LLC,

as the Borrower,

the other Grantors party hereto,

FORTRESS CREDIT CORP.,

as First Lien Collateral Agent,

ODYSSEY TRANSFER AND TRUST COMPANY,

as the Notes Collateral Agent and the Notes Indenture Trustee

dated as of [_], 2026

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JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [_], 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), PHOENIX ENERGY ONE, LLC, a Delaware limited liability company (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time party hereto, FORTRESS CREDIT CORP., in its capacity as collateral agent for the First Lien Secured Parties under the First Lien Intercreditor Agreement (in such capacity, together with any successor collateral agent and permitted assignees, the “First Lien Collateral Agent”), and ODYSSEY TRANSFER AND TRUST COMPANY, in its capacity as collateral agent for the Notes Secured Parties

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2026 between Tianci International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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) as to the Shares, the Pre-Funded Warrants and the Common Warrants, 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.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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LOCK-UP AGREEMENT

________, 2026

Maxim Group LLP

300 Park Avenue

New York, NY 10022

	Re:	Proposed Best Efforts Offering by Tianci International, Inc.

Ladies and Gentlemen:

The undersigned, a stockholder, officer and/or director of Tianci International, Inc., a Nevada corporation (the “Company”), understands that Maxim Group LLC (the “Placement Agent”) proposes to have certain institutional investors enter into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company providing for the subsequent public offering (the “Public Offering”) of certain securities of the Company.

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January 14, 2026

Mr. Eyal Rozen

erozen67@gmail.com

Dear Mr. Rozen,

On behalf of One Blockchain LLC (“Employer”), we are pleased to formalize this offer of employment to join our team to provide services to Employer and its successors, parent, subsidiaries and affiliates. This letter and the attached Non-Disclosure and Restrictive Covenant Agreement confirm the terms and conditions of our employment offer to you. The start date of your employment with Employer is January 15, 2026 (the “Effective Date”).

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