Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”), dated as of [●] , 2026, is by and between SIYATA PTT, a company incorporated under the laws of the Cayman Islands (the “Company”) and [Name] (the “Indemnitee”) and shall become effective on the date of listing of the shares of the Company on Nasdaq Stock Market or NYSE American (the “Effective Date”).

RECITALS

WHEREAS, Indemnitee is a director or officer of the Company and in such capacity renders valuable services to the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification is available; and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2026, between TurboGen Ltd., an Israeli corporation (the “Company”), and each purchaser listed in Exhibit A attached hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company is a public company registered in Israel whose securities are listed for trade on the Tel Aviv Stock Exchange Ltd. (the “TASE”);

WHEREAS, the Company is currently in the process of exploring the direct registration of its Ordinary Shares for trading on a tier of the Nasdaq Stock Market LLC, a Trading Market in the United States; and

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L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND

1688 Meridian Avenue, Level 6

Miami Beach, Florida 33139

August 13, 2026

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3 E Network Technology Group Limited No.118 Connaught Road West, 3003-2 Hong Kong Attention: Tingjun Yang E-mail: yangtingjun@3ekeji.cn

Re: Letter Agreement - Amendment to Purchase Agreement (“Letter Agreement”)

Ladies and Gentlemen:

Reference is made to the Purchase Agreement, dated as of February 11, 2026, by and between **L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND **(“L1 Capital”), and 3 E Network Technology Group Limited, a British Virgin Islands business company (the “Company” and, together with L1 Capital, the “Parties”).

Capitalized terms used but not defined herein shall have the meanings as ascribed to such terms in the Purchase Agreement.

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FORM OF SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”), desires to become a holder of class A ordinary shares, par value $0.0001 per share (the “Shares”) of RUI Holdings Inc., a corporation organized under the laws of Cayman Islands (the “Company”); Accordingly, the Subscriber hereby agrees as follows:

	1.	Subscription.

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Student Living (HK) X Meta Academia Ltd
Cooperation Agreement

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**Contract No.:                      ******

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Party A: Student Living (Hong Kong) Culture Technology Limited
**Address: **                                                                                                                  
**Business Registration Number: **                  
**Email: **                                               
**Phone: **

** **

Party B: Meta Academia Limited
**Address: **                                                                                          
**Business Registration Number: **                 
**Email: **                                            
**Contact Phone: **

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Student Living (HK) X Meta Academia Ltd
Cooperation Agreement

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**Contract No.:                      ******

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Party A: Student Living (Hong Kong) Culture Technology Limited
**Address: **                                                                                                                  
**Business Registration Number: **                  
**Email: **                                               
**Phone: **

** **

Party B: Meta Academia Limited
**Address: **                                                                                          
**Business Registration Number: **                 
**Email: **                                            
**Contact Phone: **

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August 4, 2025

STRICTLY CONFIDENTIAL

ROZE AI, Inc. 

Rm. B-1710, 14 Sagimakgol-ro 45beon-gil,
Jungwon-gu, Seongnam-si, Gyeonggi-do,
Republic of Korea

Attn: Young Jin Cho, Founder & CEO

Dear Mr. Cho,

We are pleased to submit to you this letter agreement (the “Agreement”) which sets forth the terms pursuant to which RBW Capital Partners LLC, (together and with its affiliates “RBW”) a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Advisor”) will provide certain financial advisory services to ROZE AI, Inc. (together with its affiliates, the “Company”) in connection with the Transaction described herein.

This Agreement sets forth the terms under which Advisor will provide advice and assistance to the Company and shall serve the exclusive financial advisor to the Company in connection with a proposed listing of the Company’s common stock on Nasdaq (the “Transaction”).

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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 a Securities Purchase Agreement (the “SPA”) on September 29, 2025, as amended on July 27, 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 $9,000,000 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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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September [*], 2025, 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 [*], 2025, 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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MANAGEMENT CONSULTANT AGREEMENT

** **

THIS AGREEMENT is made effective as of the 1st day of January, 2025 (the “Effective Date”).

BETWEEN:

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ROZE AI INC., a company existing under the laws of the Province of British Columbia

(the “Company”)

AND:

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YOUNGJIN CHO, of 641 – 666 Burrard Street Vancouver, BC V6C 2X8

(the “Consultant”)

WHEREAS:

** **

A. The Company requires the services of the Consultant to act as Chief Executive Officer and director of the Company; and

B. The Company and the Consultant wish to formalize their relationship in writing in accordance with the terms and subject to the conditions of this Agreement.

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**THIS AGREEMENT WITNESSES THAT **in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.	ENGAGEMENT AS A CONSULTANT

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2025, 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”).

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.

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:

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ARTICLE I.
DEFINITIONS

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September 24, 2025

STRICTLY CONFIDENTIAL

ROZE AI, Inc.

Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, 

Jungwon-gu, Seongnam-si, Gyonggi-do,

Republic of Korea

Attn:	Young Jin Cho, Founder & CEO

Re:	Amendment to Engagement Letter

Reference is hereby made to that certain engagement letter, dated as of August 4, 2025 (the “Engagement Agreement”) for financial advisory services, between ROZE AI, Inc. (the “Company”) and RBW Capital Partners LLC, (together and with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Advisor”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement.

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