Browse EX-10 agreements

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.

Section VI.(G) of the Engagement Agreement provides that the Engagement Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be amended except in a written agreement signed by both parties.

The Company and Placement Agent hereby agree to amend and restate Section III 2). of the Engagement Agreement as follows:

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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.

Section V.(G) of the Engagement Agreement provides that the Engagement Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be amended except in a written agreement signed by both parties.

The Company and Advisor hereby agree to amend and restate Section II 2). of the Engagement Agreement as follows:

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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.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) agrees that the undersigned will not, commencing on the Listing Date and terminating twelve months from the Listing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Company’s common shares (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned (or any

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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.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) agrees that the undersigned will not, commencing on the Listing Date and terminating twelve months from the Listing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Company’s common shares (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned (or any

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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.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) agrees that the undersigned will not, commencing on the Listing Date and terminating twelve months from the Listing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Company’s common shares (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned

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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:

“Business Day” means any day other than (i) Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed or (ii) with respect to dates on which filings are required to be made with the Commission, any day on which the Commission is not open and available to accept filings.

“Commission” means the United States Securities and Exchange Commission or any successor thereto.

“Common Shares” means the common shares of the Company, no par value, and any other class of securities into which such securities may hereafter be reclassified or changed.

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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:

** **

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Articles Amendment” means the amendment to the Company’s Articles substantially in the form of Exhibit A hereto.

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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”).

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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