0001213900-26-006848 Sample Contracts
Lock-up AgreementLock-Up Agreement • January 23rd, 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.
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”).
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”).
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 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.
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.
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.
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.
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”).