Browse EX-10 agreements

SHARE EXCHANGE AGREEMENT

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THIS SHARE EXCHANGE AGREEMENT is made effective as at the 1st day of April, 2025.

AMONG:

ROZE AI INC., a company duly incorporated under the laws of the Province of British Columbia and having a place of business at Suite 555 – 409 Granville Street, Vancouver, British Columbia.

(herein called the “Purchaser”)

AND:

ROZEAI KOREA CO LTD., a company duly incorporated under the laws of Korea and having its head office at Room B 1710 14 Sagimakgol- 45 beon-gil, Jungwon-gu, Sung Nam City, Gyeonggi Province, South Korea.

(herein called “KoreaCo”)

AND:

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THE HOLDERS OF KOREACO SECURITIES, who have executed Schedule C to this Agreement and who are therefore made a party to this Agreement.

(herein individually referred to as a “KoreaCo Securityholders” and collectively as “KoreaCo Securityholders”)

WHEREAS:

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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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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 Placement Agent activities, 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 “Placement Agent”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement.

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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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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 “Placement Agent”) will provide certain financial advisory and financial placement agency and investment banking services to ROZE AI, Inc. (together with its affiliates, the “Company”) in connection with the engagement described herein (the “Engagement”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A
PLACEHOLDER IDENTIFIED BY THE MARK “[******]”

Memorandum of Termination

KOEI JAPAN Co., Ltd. (hereinafter referred to as “Party A”) and Wagner Legacy, LLC (hereinafter referred to as “Party B”) hereby agree to terminate, by mutual consent, the Consulting Services Agreement entered into between them, as set forth below.

Article 1 (Specification of the Agreement)

Party A and Party B hereby refer to the “Consulting Services Agreement” executed on September 1, 2025.

Article 2 (Termination Date)

The termination date for each contract pursuant to this Memorandum of Understanding shall be February 28, 2026.

Article 3 (Reason for Termination)

In light of a review of Party A’s business operations structure and post-IPO consulting framework, Party A and Party B, upon mutual consultation, hereby terminate this Agreement by mutual consent.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED

IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”

Memorandum of Understanding

KOEI JAPAN Co., Ltd. (hereinafter referred to as “Party A”) and Maki Wagner (hereinafter referred to as “Party B”) hereby enter into this Memorandum of Understanding, having agreed as follows regarding the amount of compensation specified in Article 8, Paragraph 1 of the “Consulting Services Agreement” (hereinafter referred to as “this Agreement”) entered into between Party A and Party B on August 1, 2024.

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Exhibit 10.13

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED

IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”

Consulting Services Contract

KOEI JAPAN Co., Ltd. (hereinafter referred to as “Party A”) and Maki Wagner (hereinafter referred to as “Party B”) hereby enter into the following contract (hereinafter referred to as “this Agreement”) regarding the consulting services and other matters entrusted by Party A to Party B.

(Purpose)

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A
PLACEHOLDER IDENTIFIED BY THE MARK “[******]”

Termination Memorandum

KOEI JAPAN Co., Ltd. (hereinafter referred to as “Party A”) and Robert Wagner (hereinafter referred to as “Party B”)

) and Maki Wagner (hereinafter referred to as “Party C”) hereby agree to terminate, by mutual consent, the Consulting Services Agreement entered into among them, as set forth below.

Article 1 (Specification of the Agreement)

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED

IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”

Consulting Services Agreement

KOEI JAPAN Co., Ltd. (hereinafter referred to as “Party A”) and Wagner Legacy, LLC (hereinafter referred to as “Party B”) hereby enter into the following agreement (hereinafter referred to as “this Agreement”) regarding the consulting services and other matters entrusted by Party A to Party B.

(Purpose)

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Exhibit 10.15

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED

IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”

Consulting Services Agreement

KOEI JAPAN Co., Ltd. (hereinafter referred to as “Party A”) and Robert Wagner (hereinafter referred to as “Party B”) hereby enter into the following contract (hereinafter referred to as “this Agreement”) regarding the consulting services and other matters entrusted by Party A to Party B.

(Purpose)

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EMPLOYMENT AGREEMENT

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This Employment Agreement (this “Agreement”) dated as of 5 June 2026, by and between Suchness Tech Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and Tan Poh Hin (the “Employee”).

Recitals

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WHEREAS, the Company desires to employ Employee on the terms and conditions set forth herein;

WHEREAS, Employee desires to be employed by the Company on such terms and conditions;

**WHEREAS, **the purpose of this Agreement is for the Employee to contribute certain goodwill, relationships, and intangible assets to the Company; and

**NOW THEREFORE, **in consideration of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, it is hereby agreed as follows:

Agreement

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1. Definitions. The following are terms used but not otherwise defined in the text of this Agreement.

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