Browse EX-10 agreements

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”).

This Agreement sets forth the terms under which Placement Agent will provide advice and assistance to the Company and shall serve as placement agent and provide broker-dealer services to the Company in connection with the proposed Private Placement.

Any regulated broker-dealer services required under the Engagement shall be delivered by RBW personnel, who are also authorized representatives of BD, or other properly authorized representatives of BD.

I. ENGAGEMENT

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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”).

Any regulated broker-dealer services required under the Engagement shall be delivered by RBW personnel, who are also authorized representatives of BD, or other properly authorized representatives of BD.

I.	SCOPE OF SERVICES

1.	In connection with the Transaction, Advisor may:

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SHARE EXCHANGE AGREEMENT

** **

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:

A.	The KoreaCo Securityholders are the registered and beneficial owners of all the issued and outstanding securities of KoreaCo (the “KoreaCo Securities”); and

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MANAGEMENT CONSULTANT AGREEMENT

** **

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

BETWEEN:

** **

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

(the “Company”)

AND:

** **

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.

** **

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

1.1 The Company hereby engages the Consultant to provide the Consulting Services (as defined in Section 3) in accordance with the terms and conditions of this Agreement, and the Consultant hereby accepts such engagement in accordance with the terms and conditions of this Agreement.

2.	TERM OF THIS AGREEMENT

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EXECUTION VERSION

AMENDED AND RESTATED GUARANTEE AGREEMENT

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June

11, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by FRANKLIN BSP REAL ESTATE DEBT, INC., a Maryland corporation (“Guarantor”) in favor of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (“Buyer”).

RECITALS

Pursuant to that certain Uncommitted Master Repurchase Agreement, dated as of March 18, 2025 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), between Buyer and FBRED REIT JWH SELLER, LLC, a Delaware limited liability company (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated as of March 18, 2025 (the “Custodial Agreement”) by and among Buyer, Seller and Computershare Trust Company, N.A. (the “Custodian”), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. Pursuant to the terms of that certain Pledge Agreement dated as of March 18, 2025 (the

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EXECUTION VERSION

AMENDMENT NO. 2 TO UNCOMMITTED MASTER REPURCHASE AGREEMENT

AMENDMENT NO. 2 TO UNCOMMITTED MASTER REPURCHASE AGREEMENT,

dated as of June 11, 2026 (this “Amendment”), between FBRED REIT JWH SELLER, LLC, a Delaware limited liability company (“Seller”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), and acknowledged and agreed to by FRANKLIN BSP REAL ESTATE DEBT, INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Uncommitted Master Repurchase Agreement, dated as of March 18, 2025 (as amended by that certain Amendment No. 1 to Uncommitted Master Repurchase Agreement and Amendment No. 1 to Fee and Pricing Letter, dated as of March 30, 2026, as amended hereby, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”); and

WHEREAS, Seller and Buyer have agreed, subject to the terms and conditions hereof, that the Repurchase Agreement shall be amended as set forth in this Amendment; and Guarantor has agreed to make the acknowledgements set forth in Section 4and Section 8hereof.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

SECTION 1. Amendments to the Repurchase Agreement.

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EXECUTION VERSION

AMENDMENT NO. 1 TO UNCOMMITTED

MASTER REPURCHASE AGREEMENT AND AMENDMENT NO. 1 TO FEE AND PRICING LETTER

AMENDMENT NO. 1 TO UNCOMMITTED MASTER REPURCHASE AGREEMENT AND AMENDMENT NO. 1 TO FEE AND PRICING LETTER, dated as of March 30, 2026 (this“Amendment”), between FBRED REIT JWH SELLER, LLC, a Delaware limited liability company (“Seller”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), and acknowledged and agreed to by FBRED REIT REAL ESTATE DEBT OPCO, LLC, a Delaware limited liability company (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Uncommitted Master Repurchase Agreement, dated as of March 18, 2025 (as amended hereby, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “RepurchaseAgreement”); and

WHEREAS, in connection therewith, Seller and Buyer entered into that certain Fee and Pricing Letter, dated as of March 18, 2025 (as amended hereby, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Fee Letter”); and

WHEREAS, Seller and Buyer have agreed, subject to the terms and conditions hereof, that the Repurchase Agreement and the Fee Letter shall be amended as set forth in this Amendment; and Guarantor has agreed to make the acknowledgements set forth in Section 5and Section 9hereof.

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GUARANTEE

GUARANTEE, dated as of June 1, 2026 made by FBRED REIT Real Estate Debt OPCO LLC. ("Guarantor"), a Limited Liability Corporation, in favor of Barclays Bank PLC, Barclays Capital Inc. and Barclays Capital Securities Limited (individually, each a “Barclays Entity” and collectively, "Barclays").

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally bound, agrees as follows.

1.Guarantee. (a) Guarantor irrevocably guarantees (as primary obligor and not merely as surety) (i) payment in full of all amounts payable to a Barclays Entity by FBRED REIT High Yield Securities, LLC (the “Company”), as and when those amounts become payable (whether at their scheduled due dates, upon early termination or otherwise, including without limitation amounts which, but for the operation of any stay or injunction, would be due) and (ii) the due and punctual performance of all other obligations of the Company arising from any agreements with a Barclays Entity. This is a continuing Guarantee and a guarantee of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the Company to any Barclays Entity have been validly, finally and irrevocably paid in full.

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Master Repurchase Agreement

September 1996 Version

Dated as of: 01 June 2026    

Between: Barclays Bank PLC

And: FBRED REIT HIGH YIELD SECURITIES, LLC

1.Applicability

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

2.Definitions

(a)“Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a

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EXECUTION VERSION

GUARANTY

THIS GUARANTY, dated as of May 27, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by FRANKLIN BSP REAL ESTATE DEBT, INC., a Maryland corporation (“Guarantor”), in favor of MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as administrative agent (in such capacity, together with its permitted successors and assigns, “Administrative Agent”) for MORGAN STANLEY BANK, N.A., a national banking association (“MSBNA”), and such other financial institutions from time to time party to the Repurchase Agreement (as defined below), as buyers (MSBNA, together with its successors and assigns, and together with such other financial institutions from time to time party to the Repurchase Agreement (as defined below) and their respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”).

RECITALS

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EXECUTION VERSION

MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT

Dated as of May 27, 2026

by and among

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

as Administrative Agent

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Buyers

and

FBRED REIT MSWH SELLER, LLC,

as Seller

USActive 63831236.4

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TABLE OF CONTENTS

Page

1.APPLICABILITY3

2.DEFINITIONS3

3.INITIATION; CONFIRMATION; TERMINATION; FEES29

4.MANDATORY PAYMENT OR DELIVERY OF ADDITIONAL ASSETS42

5.INCOME PAYMENTS AND PRINCIPAL PAYMENTS44

6.SECURITY INTEREST45

7.PAYMENT, TRANSFER AND CUSTODY47

8.CERTAIN RIGHTS OF ADMINISTRATIVE AGENT, ON BEHALF OF BUYERS,

WITH RESPECT TO THE PURCHASED ASSETS    49

9.EXTENSION OF FACILITY TERMINATION DATE50

10.REPRESENTATIONS

FY26

Short-Term Incentive Plan (STI)

Basin Electric Power Cooperative

Table of Contents:

1.Purpose and Scope

2.Eligibility

3.Performance Period and Payout Timing

4.Performance Measures

5.Administration Guidelines

6.Governance and Approvals

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1.Purpose and Scope

The Short-Term Incentive (STI) Plan (the “Plan”) is designed to align compensation with the achievement of key Cooperative objectives by linking a portion of pay to measurable performance outcomes.

The Plan is structured to:

•Support the Cooperative’s core performance objectives of Safety, Reliability, and Affordability.

•Reinforce a pay-for-performance philosophy based on defined results.

•Establish clear accountability for performance at each leadership level.

•Provide a consistent and governed framework for incentive compensation.

This Plan is administered in accordance with performance objectives and financial measures reviewed by the Board of Directors for the applicable plan year.

2.Eligibility

The following roles are eligible for the Short-Term Incentive Plan:

•Chief Executive Officer and General Manager

•Select Senior Vice Presidents (SVPs)

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