Browse EX-10 agreements

CHANGE IN TERMS AGREEMENT

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Production Pricing Agreement (Standard)

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Effective Date: 1/1/2023

Seller Name (“Seller”)	Simwon America Corp / Simwon NA Corp.
Address	400 D’Arcy Pkwy Lathrop CA 95330 USA / 19200 Marketplace Ave Kyle, TX 78640 US
Place of Incorporation	California / Texas

Delivery Location	Tesla, Inc. (Fremont / Texas)
Address	45500 Fremont Blvd Fremont, CA 94538 USA / 1 Tesla Rd Austin, TX 78725 USA

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Facility Agreement

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USD 9,000,000

Between

The Export-import Bank Of Korea

As Lender

And

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SIMWON AMERICA CORP.

As Borrower

Dated as of December 23, 2025

CONTENTS

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Clause		Page
1.	Definitions And Interpretation	1
2.	The Facility	7
3.	Conditions Of Utilisation	7
4.	Utilisation	9
5.	Repayment	10
6.	Prepayment And Cancellation	10
7.	Interest	12
8.	Interest Periods	13

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STANDARD LEASE AGREEMENT

(Triple Net)

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1.	BASIC LEASE PROVISIONS.

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	1.1	d*ate for reference purposes*:	December 5, 2018

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	1.2	Landlord:	18231 Murphy Parkway LLC
			a California limited liability company

	1.3	Tenant:	Simwon America Corp., a California corporation

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LEASE AGREEMENT

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EXETER 400 D’ARCY (2014), LLC

Landlord

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AND

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SIMWON AMERICA CORP.

Tenant

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AT

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400 D’Arcy Parkway

Lathrop, California 95330

LEASE AGREEMENT

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**THIS LEASE AGREEMENT **(this “Lease”) is made by and between EXETER 400 D’ARCY (2014), LLC, a Delaware limited liability company (“Landlord”), and SIMWON AMERICA CORP., a California corporation (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.

1. Basic Lease Terms and Definitions.

	(a)	Premises: Approximately 277,208 rentable square feet as shown on Exhibit “A”.

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Facility Agreement

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USD 9,000,000

Between

The Export-Import Bank Of Korea

As Lender

And

Simwon America Corp.

As Borrower

Dated as of December      , 2024

CONTENTS

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Clause			Page
l.	Definitions And Interpretation		1
2.	The Facility		6
3.	Conditions Of Utilisation		7
4.	Utilisation		8

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SIMWON AMERICA CORP.

(as the Company)

And

J&J Holdings Limited

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(as the Investor)

PRE-IPO SUBSCRIPTION AGREEMENT

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Contents

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WHEREAS		1
1	INTERPRETATION	1
2	SUBSCRIPTION	2
3	CONSIDERATION	2
4	CONDITIONS TO THE INVESTOR’S OBLIGATIONS	3
6	COMPLETION	3
7	COMPLETION DELIVERABLES	3
8	CORPORATE SECRETARY	3

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SIMWON AMERICA CORP.

(as the Company)

And

Jade Technology Enterprise Limited

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(as the Investor)

PRE-IPO SUBSCRIPTION AGREEMENT

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Contents

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WHEREAS		1
1	INTERPRETATION	1
2	SUBSCRIPTION	2
3	CONSIDERATION	2
4	CONDITIONS TO THE INVESTOR’S OBLIGATIONS	3
6	COMPLETION	3
7	COMPLETION DELIVERABLES	3
8	CORPORATE SECRETARY	3
9	COMPANY’S REPRESENTATIONS AND WARRANTIES	4

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EXECUTIVE EMPLOYMENT AGREEMENT

AND

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND PROPRIETARY RIGHTS

AGREEMENT

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This Executive Employment Agreement and Confidential Information, Invention Assignment, and Proprietary Rights Agreement (this “Agreement”) is made as of July 7, 2026 by and between Simwon America Corp., a California corporation (the “Company”), and Jiyoun Lee (“Executive”).

This Agreement shall become effective upon the effectiveness of the Company’s registration statement on Form S-1 and the listing of the Company’s common stock on The Nasdaq Global Market (the “Effective Date” or the “Nasdaq Listing Date”), unless otherwise determined by the Board of Directors of the Company (the “Board”). This Agreement sets forth the terms and conditions of Executive’s employment with the Company from and after the Effective Date and is not intended to retroactively modify compensation, benefits, severance, restrictive covenants, or other employment terms for any period before the Effective Date, except as expressly stated herein.

RECITALS

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Stock Option Agreement

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SIMWON AMERICA CORP.

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2026 Stock Option Plan

1.** Grant of Option. **SIMWON AMERICA CORP., a California corporation (the “Company”), hereby grants to the person (“Optionee”) named in the Notice of Stock Option Grant (the “Notice”) an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice, at the exercise price per Share set forth in the Notice (the “Exercise Price”), subject to the terms, definitions and provisions of the SIMWON AMERICA CORP. 2026 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated in this Stock Option Agreement (this “Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined in the Plan.

2.** Designation of Option.**

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SIMWON AMERICA CORP. GENERAL TERMS AND CONDITIONS
FOR PROTOTYPE AND PRODUCTION PARTS AND SERVICES1

These General Terms and Conditions for Prototype and Production Parts and Services (the “GTC”) are entered into as of July 1, 2018 (the “Effective Date”) by and between Simwon America Corp., with offices at 400 D’Arcy Parkway, Lathrop, CA, 95330 (“MSU”), and Simwon Tech Inc., a corporation with offices at 22F, B-dong, Kumkang Penterium IT Tower, 282, Hagui-ro, Dongan-gu, Anyang-si, Gyeonggi-do, Republic of Korea (“Supplier”). MSU and Supplier are each a “Party” and collectively are the “Parties”.

WHEREAS, MSU designs and manufactures electric vehicles and electric powertrain components and subassemblies;

WHEREAS, Supplier develops and/or manufactures certain goods and provides certain related services; and

WHEREAS Supplier desires to supply to MSU, and MSU desires to procure from Supplier, certain goods and/or services;

NOW, THEREFORE, MSU and Supplier agree as follows:

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SIMWON AMERICA CORP. GENERAL TERMS AND CONDITIONS
FOR PROTOTYPE AND PRODUCTION PARTS AND SERVICES1

These General Terms and Conditions for Prototype and Production Parts and Services (the **“GTC”) **are entered into as of July 1, 2018 (the **“Effective Date”) **by and between Simwon America Corp., with offices at 400 D’Arcy Parkway, Lathrop, CA, 95330 (“MSU”), and Simwon NA, Corp., a corporation with offices at 19200 Marketplace Ave. Building 3, Kyle, TX 78640 (“Supplier”). MSU and Supplier are each a “Party” and collectively are the “Parties”.

WHEREAS, MSU designs and manufactures electric vehicles and electric powertrain components and subassemblies;

WHEREAS, Supplier develops and/or manufactures certain goods and provides certain related services; and

WHEREAS Supplier desires to supply to MSU, and MSU desires to procure from Supplier, certain goods and/or services;

NOW, THEREFORE, MSU and Supplier agree as follows:

1. ORDERS; ACCEPTANCE AND CANCELLATION OF ORDERS, PRODUCTION ORDERS AND RELEASES2

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