Browse EX-10 agreements

SeeQC, Inc.

 

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement, dated [_______], 2026, is made between SeeQC, Inc., a Delaware corporation (the “Company”), and [______________] (the “Indemnitee”).

 

RECITALS

WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;

WHEREAS, the Company and Indemnitee recognize that corporate litigation in general has subjected directors and officers to expensive litigation risks;

…

EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “Agreement”) is entered into as of _______ __, 2026 by and between Raja Bal (the “Executive”) and SeeQC, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”).

RECITALS

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue be employed by the Company on the terms contained herein, which terms shall replace and supersede any and all prior agreements between Executive and the Company related to the Executive’s employment by the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Employment.

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “Agreement”) is entered into as of _______ __, 2026 by and between Oleg Mukhanov (the “Executive”) and SeeQC, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”).

RECITALS

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue be employed by the Company on the terms contained herein, which terms shall replace and supersede any and all prior agreements between Executive and the Company related to the Executive’s employment by the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Employment.

…

EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “Agreement”) is entered into as of ________ __, 2026 by and between Matthew Hutchings (the “Executive”) and SeeQC UK Limited. (the “Company”), a wholly owned subsidiary of SeeQC, Inc. (the “Parent”). The Executive and the Company are collectively referred to herein as the “Parties”.

RECITALS

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue be employed by the Company on the terms contained herein, which terms shall replace and supersede any and all prior agreements between Executive and the Company related to the Executive’s employment by the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Employment.

…

Exhibit 10.6 

 

SEEQC, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

Establishment, Purpose and Term of Plan

1

 

1.1

Establishment

1

 

1.2

Purpose

1

 

1.3

Term of Plan

1

Definitions and Construction

1

 

2.1

Definitions

1

 

2.2

Construction

6

Administration

6

 

3.1

Administration by the Committee

6

 

3.2

Authority of Officers

6

 

3.3

Power to Adopt Sub-Plans or Varying Terms with Respect to Non-U.S. Employees

6

 

3.4

Power to Establish Separate Offerings with Varying Terms

6

 

3.5

Policies and Procedures Established by the Company

7

 

3.6

Indemnification

7

Shares Subject to Plan

7

 

4.1

Maximum Number of Shares Issuable

7

 

4.2

Annual Increase in Maximum Number of Shares Issuable

8

 

4.3

Adjustments for Changes in Capital Structure

8

Eligibility

9

 

5.1

Employees Eligible to Participate

9

 

5.2

Exclusion of Certain Stockholders

9

 

5.3

Determination by Company

9

Offerings

9

 

6.1

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MASTER SERVICES AGREEMENT

 

This Master Services Agreement (this “Agreement”) is entered into as of August 21, 2024 (the “Effective Date”), by and between Lohman & Associates, Inc., a California corporation (“L&A”), and Cadrenal Therapeutics, Inc., a Delaware corporation (“Client”).

  

WHEREAS, L&A provides accounting, business strategy and consulting, and fractional chief financial officer services;

 

WHEREAS, Client requires one or more of such services in connection with Client’s business; and

 

WHEREAS, Client wishes to engage, and L&A desires to accept an engagement pursuant to this Agreement as more specifically set forth in any Statement of Work (“SOW”) to perform the services set forth therein.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. SERVICES

…

SCOPE OF WORK NUMBER FIVE

FINANCE AND ACCOUNTING CONSULTING SERVICES

1. SERVICES DESCRIPTION AND SPECIFICATIONS

L&A will provide accounting and finance consulting services as requested by Cadrenal Therapeutics, Inc. (the “Client”). Services will be performed by John Sharp (the “Consultant”) as an independent contractor. Consultant shall serve as the Interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Client. The following describes the scope of Consultant’s engagement:

 

Onboarding

 

a)

Obtain access to all financial systems, records, and data repositories;

 

b)

Review existing financial and operational materials, including financial statements, forecasts, material agreements, and Board reporting packages; and

 

c)

Meet with management and the existing accounting provider to align on reporting requirements, growth objectives, and priority initiatives; and

 

 

 

d)

Meet with and train with internal company finance team members, as needed.

…

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2026, by and between ONCOTELIC THERAPEUTICS, INC., a Delaware corporation, with headquarters located at 29397 Agoura Road Suite 107, Agoura Hills, CA 91301 (the “Company”), and PACIFIC PIER CAPITAL II, LP, a Delaware limited partnership, with its address at 285 East Imperial Highway, Suite 203, Fullerton, CA 92835 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $178,410.00

Issue Date: June 23, 2026

Actual Amount of Purchase Price: $157,000.80

 

PROMISSORY NOTE

…

CREDIT AGREEMENT

dated as of

June 25, 2026

among

ANDERSEN TAX LLC

the Lenders party hereto, and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger

ASSET BASED LENDING

 

 

 

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

SECTION 1.01

 

Defined Terms

  

 

1

 

SECTION 1.02

 

Classification of Loans and Borrowings

  

 

45

 

SECTION 1.03

 

Terms Generally

  

 

45

 

SECTION 1.04

 

Accounting Terms; GAAP

  

 

45

 

SECTION 1.05

 

Interest Rates; Benchmark Notifications

  

 

46

 

SECTION 1.06

 

[Reserved.]

  

 

46

 

SECTION 1.07

 

Status of Obligations

  

 

46

 

SECTION 1.08

 

Letters of Credit

  

 

47

 

SECTION 1.09

 

Divisions

  

 

47

 

ARTICLE II THE CREDITS

  

 

47

 

SECTION 2.01

 

Commitment

  

 

47

 

SECTION 2.02

 

Loans and Borrowings

  

 

47

 

SECTION 2.03

 

Borrowing Procedures; Requests for Revolving Borrowings

  

 

48

 

SECTION 2.04

 

Protective Advances

  

 

49

 

SECTION 2.05

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PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of June 25, 2026 by and among Andersen Tax LLC, a Delaware limited liability company (“Borrower”), Andersen Tax Holdings LLC, a Delaware limited liability company (“Holdings”), Andersen Group Inc., a Delaware corporation (“AGI”), AT Umbrella LLC, a Delaware limited liability company (“ATU”), Andersen Global Mobility LLC, a Delaware limited liability company (“Mobility”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with Borrower, Holdings, AGI, ATU, and Mobility each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (together with its successors and assigns, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

…

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of June 25, 2026, by and among AT UMBRELLA LLC, a Delaware limited liability company (the “Company”), the other Loan Parties (as defined below) party hereto, ANDERSEN AGGREGATOR LLC, a Delaware limited liability company (“Subordinated Creditor”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Senior Secured Parties defined below (“Agent”).

R E C I T A L S

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