Browse EX-10 agreements

ROYALTY DEED

This ROYALTY DEED (“Royalty Deed”), effective as of May 15, 2025 (the “Effective Date”), is given by Verdera Energy Corp., a corporation organized under the laws of the province of British Columbia (“Grantor”) whose address is 1200 – 750 West Pender Street, Vancouver, British Columbia V6T 2T8, to enCore Energy Corp., a corporation organized under the laws of British Columbia (“Grantee”), whose address is 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401 United States, (each a “party” and together “the parties”).

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AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT

**THIS AGREEMENT **is effective as of the 5th day of February, 2026:

BETWEEN:

VERDERA ENERGY CORP., a corporation incorporated under the Corporations Act (British Columbia), with its registered office situated at #1200 – 750 West Pender Street, Vancouver, BC V6C 2T8

(hereinafter referred to as the "Corporation")

- and-

POWERONE CAPITAL MARKETS LIMITED, and/or its affiliates, a corporation incorporated under the Business Corporations Act (Ontario), with its business office situate at Suite 2210, The Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1E4

(hereinafter referred to as the "Consultant")

WITNESSES THAT:

WHEREAS the Corporation engaged the Consultant to provide financial and corporate advisory services on the terms and conditions set forth in an agreement dated November 2, 2025 (the “Original Agreement”);

AND WHEREAS the Consultant agreed to provide financial and corporate advisory services as set forth in the Original Agreement;

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ADVISORY SERVICES AGREEMENT

THIS AGREEMENT effective as of January 1, 2026

BETWEEN:

DAVID D’ONOFRIO

(hereinafter referred to as the “Advisor”)

- and -

VERDERA ENERGY CORP.

(hereinafter referred to as the “Corporation”)

WHEREAS the Advisor has and continues to provide certain advisory services, including strategic, structuring and financial advice to the Corporation with respect to its Qualifying Transaction on the terms and conditions hereof and the Corporation wishes to retain the services of the Advisor on the terms hereof;

NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Advisor hereby enter into this Agreement as follows:

Article 1 - DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2025, is entered into by and between Verdera Energy Corp., a company existing under the laws of the Province of British Columbia (the “Company”) and enCore Energy Corp. (“enCore”).

WHEREAS, concurrently with the execution of this Agreement, the Company has entered into a Share Purchase Agreement (the “Purchase Agreement”) which, among other things, provides for (i) the creation of a new series of preferred shares of the Company, designated as the Class A Preferred Shares (the “Class A Preferred Shares”), (ii) the issuance and sale of the Class A Preferred Shares to enCore, and (iii) the potential conversion of the Class A Preferred Shares into common shares of the Company (the “Common Shares”);

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AGENCY AGREEMENT

February 12, 2026

Verdera Energy Corp.

Suite 1200-750 West Pender Street

Vancouver, BC V6C 2T8

Attention: Janet Lee-Sheriff, Chairman, CEO and Director

and to:

POCML 7 Inc.

130 King Street West, Suite 2210

Toronto, Ontario M5X 1E4

Attention: David D’Onofrio, Director

Dear Sirs / Mesdames:

Re:      Private Placement of Subscription Receipts

The undersigned, Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and, together with Haywood, the “Lead Agents”), as co-lead agents, and Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the Lead Agents, the “Agents”), understand that Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML7”) propose to create, offer, issue and sell, by way of private placement, (i) up to 20,000,000 subscription receipts of the Company (the “Verdera Subscription Receipts”), and (ii) up to 20,000,000 subscription receipts of POCML 7 (the “POCML7 Subscription Receipts” and collectively with the Verdera Subscription Receipts, the “*

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April 4, 2025

VERDERA ENERGY CORP.

1200 – 750 West Pender Street

Vancouver, BC

V6C 2T8

Attention: Tim Gabruch, Chief Executive Officer

	Re:	Share Purchase Agreement dated March 17, 2025, among Verdera Energy Corp. (the “Purchaser”), Encore Energy Corp. (the “Vendor”), and NM Energy Holding Canada Corp. (the “Share Purchase Agreement”)

This side letter (“Side Letter”) between the Purchaser and the Vendor is entered into in connection with the Share Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Share Purchase Agreement.

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ENGLISH TRANSLATION OF

EMPLOYMENT AGREEMENT

 

In Santiago, Chile, on [__], by and among Ticketplus Ltd., a Cayman Islands exempted company (the “Company”), and Ticketplus SpA, taxpayer identification number (R.U.T.) [__], legally represented by [__], both domiciled at Alonso de Córdova N°5320, 16th floor, Las Condes District, Metropolitan Region, with electronic address legal@ticketplus.com (the “Employer”), as one party; and on the other party, [__], of Chilean nationality, national identity card number [__], born on [__], domiciled at [__], with electronic address [__], (the “Executive”), have agreed upon the following employment agreement, hereinafter the “Agreement”:

 

RECITALS

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Co-Production Agreement

 

TV Drama Series “The Story of Pearl Girl”

 

Parties to the Contract

 

This Contract is entered into by and between the following parties:

 

Party A: Shanghai Guohua Cultural Media Co., Ltd.

 

Address: Building 11, No. 1333 Lane, Jiangnan Avenue, Changxing Town, Chongming District, Shanghai (Lingang Changxing Science and Technology Park)

 

Party B: Horgos Kexi Cultural Media Co., Ltd.

 

Address: Room 100, Science and Technology Co-working Space, 2nd Floor, 4-2 Chuangxinchuangye Incubation Base, Kaiyuan Road, Corps Sub-area, Economic Development Zone, Horgos City, Ili Prefecture, Xinjiang

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Co-Production Agreement

 

TV Drama Series “The Water Dragon Chant”

Parties to the Contract

 

This Contract is entered into by and between the following parties:

 

Party A: Shanghai Huaju Cultural Media Co., Ltd.

 

Address: Building 11, No. 1333 Lane, Jiangnan Avenue, Changxing Town, Chongming District, Shanghai (Lingang Changxing Science and Technology Park)

 

Party B: Beijing INHI Culture Media Co., Ltd.

 

Address: Room A-4474, Building 3, No. 20 Yong’an Road, Shilong Economic Development Zone, Mentougou District, Beijing

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Co-Production Agreement

 

Variety Show “Journey into Nature III”

 

Parties to the Contract

 

This Contract is entered into by and between the following parties:

 

Party A: Shanghai Meilu Advertising Communication Co., Ltd.

 

Address: Room K-52, Building 4, No. 8989 Puxing Highway, Fengxian District, Shanghai

 

Party B: Beijing INHI Culture Media Co., Ltd.

 

Address: Room A-4474, Building 3, No. 20 Yong’an Road, Shilong Economic Development Zone, Mentougou District, Beijing

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SHARE PURCHASE AGREEMENT

By and Among

 

Philip Zhang-Zhan, Feifei Petrelli, Chi-ting Chuang

And

 

Roboai Investments LLC-FZ

Dated as of 12 June, 2026

 

 

 

 

 

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of 12 June 2026, by and between:

 

(1)

Philip Zhang-Zhan, a citizen of ********** with passport number *************** (“Seller A”);

 

(2)

Feifei Petrelli, a citizen of ********** with passport number *************** (“Seller B”);

 

(3)

Chi-ting Chuang, a citizen of ********** with passport number *************** (“Seller C”);

 

(4)

Roboai Investments LLC-FZ, a company duly incorporated and existing under the laws of United Arab Emirates (the “Purchaser”).

 

Seller A, Seller B, and Seller C are collectively referred to the “Seller”. The Seller and the Purchaser can herein be referred to each as a “Party” and collectively as the “Parties”.

 

RECITALS

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SUBSCRIPTION AGREEMENT

 

The undersigned Subscriber hereby agrees to subscribe for shares of Class A Ordinary Shares, $0.00001 par value per share (“Shares”), in GreenVector Holdings Limited, a Cayman Islands exempted company with limited liability (“Company”). The purchase price is fixed at US$1.00 per Share. In subscribing to these Shares, the undersigned Subscriber hereby acknowledges and agrees to the following:

 

●

There is currently no market for the Shares and that a market may never develop for the Shares; and

 

 

 

●

The undersigned understands that this investment in our securities involves a high degree of risk and the undersigned has read the “Risk Factors” set forth in the Form F-1 (File No. [  ]) that registered the Shares.

 

The purchase price due to the Company shall be the number of shares of Class A Ordinary Shares subscribed for multiplied by the purchase price of US$1.00 per share (shares subscribed x US$1.00 = purchase price).

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