Roze Ai Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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”).
Lock-up AgreementLock-Up Agreement • March 9th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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 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 $7,000,000 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.
Lock-up AgreementLock-Up Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
Chief Financial Officer (CFO) Employment AgreementCfo Employment Agreement • July 27th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • British Columbia
This Employment Agreement (the “Agreement”) is entered into as of June 9, 2026 (the “Effective Date”), by and between Roze AI Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and Seon Ho Lee (the “CFO”), for the purpose of establishing a stable and trustworthy employment relationship by clearly defining the rights and obligations of both parties.
MANAGEMENT CONSULTANT AGREEMENTManagement Consultant Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • British Columbia
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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September [●], 2026, 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”).
ContractSpecial Rights and Restrictions • September 16th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
The Class C Preferred Shares (the “Class C Preferred Shares”) shall have attached thereto the following rights, privileges, restrictions and conditions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
This Amendment No. 1 to Amended and Restated Securities Purchase Agreement (this “Amendment”) dated this 15th day of September, 2026, between Roze AI Inc. (the “Company”) and The Blackstone Mercantile Group Ltd SAC (the “Purchaser”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment No. 1”) is dated as of July __, 2026, between Roze AI Inc. a company incorporated under the laws of British Columbia, Canada (the “Company”), and the purchaser identified on the signature pages hereto (the “Amendment Participating Purchaser”). Terms not defined herein shall have the same meaning as defined in the SPA, as that term is defined below.
STRICTLY CONFIDENTIAL ROZE AI, Inc. Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, Jungwon-gu, Seongnam-si, Gyeonggi-do, Republic of Korea Attn: Young Jin Cho, Founder & CEO Dear Mr. Cho,Engagement Agreement • July 27th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • Florida
This Second Amendment to Engagement Agreement (this “Amendment”) is entered into as of July 21, 2026 (the “Amendment Effective Date”), by and among ROZE AI, Inc. (together with its affiliates, the “Company”), RBW Capital Partners LLC (together with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Placement Agent”).
Lock-up AgreementLock-Up Agreement • September 9th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
The undersigned understands that Roze AI Inc., a British Columbia corporation (the “Company”), entered into an amended and restated Securities Purchase Agreement (the “SPA”) on September 4, 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 $10,000,000 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design • New York
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”).
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...Financial Advisory Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design • British Columbia
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.
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,Financial Advisory Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • British Columbia
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.
STRICTLY CONFIDENTIAL ROZE AI, Inc. Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, Jungwon-gu, Seongnam-si, Gyonggi-do, Republic of KoreaEngagement Letter • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
ContractWarrant Agreement • May 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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,Financial Advisory Agreement • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
STRICTLY CONFIDENTIAL ROZE AI, Inc. Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, Jungwon-gu, Seongnam-si, Gyonggi-do, Republic of KoreaEngagement Letter • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
Chief Financial Officer (CFO) Employment AgreementCfo Employment Agreement • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design • British Columbia
This Employment Agreement (the “Agreement”) is entered into as of the date signed below (the “Effective Date”), by and between Roze AI Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and Eric Sherb (the “CFO”), for the purpose of establishing a stable and trustworthy employment relationship by clearly defining the rights and obligations of both parties.
ContractSpecial Rights and Restrictions for Class C Preferred Shares • September 9th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
The Class C Preferred Shares (the “Class C Preferred Shares”) shall have attached thereto the following rights, privileges, restrictions and conditions:
STRICTLY CONFIDENTIAL ROZE AI, Inc. Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, Jungwon-gu, Seongnam-si, Gyonggi-do, Republic of KoreaEngagement Letter • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • Arizona
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of September [●], 2026, 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”).
STRICTLY CONFIDENTIAL ROZE AI, Inc. Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, Jungwon-gu, Seongnam-si, Gyeonggi-do, Republic of Korea Attn: Young Jin Cho, Founder & CEO Dear Mr. Cho,Engagement Agreement • July 27th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • Florida
This Second Amendment to Engagement Agreement (this “Amendment”) is entered into as of July 21, 2026 (the “Amendment Effective Date”), by and among ROZE AI, Inc. (together with its affiliates, the “Company”), RBW Capital Partners LLC (together with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Advisor”).
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...Financial Advisory Agreement • January 23rd, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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”).
STRICTLY CONFIDENTIAL ROZE AI, Inc. Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, Jungwon-gu, Seongnam-si, Gyonggi-do, Republic of KoreaEngagement Letter • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2026 • Roze Ai Inc. • Services-computer integrated systems design • New York
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”).