Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2026, is made and entered into by and among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Burtech Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Yakira Capital Management, Inc. (“Yakira”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Holders, collectively, own 3,942,857 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 514,286 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 21, 2026, by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295232) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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May 21, 2026

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 9,200,000 of the Company’s units (including up to 1,200,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one redeemable warrant of the Company (each a “Warrant”), with each Warrant entitling the holder to purchase

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Exhibit 10.14

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.

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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.

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of ________ __, 2026 by and between Shu-Jen Han (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 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 October 2025 (the “Effective Date”) by and between SEEQC, Inc. (the “Company”), and Kanwardev Raja Singh Bal (“Executive”). Executive, together with the Company, are referred to as the “Parties.”

1. Nature of Position.

(a) Since September 2, 2025 (the “Start Date”), Executive has been serving as the Company’s Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer (the “CEO”). In this position, Executive is responsible for the duties and responsibilities typically performed by the principal financial officer of a venture-backed privately held company, and such other duties as may reasonably be assigned to him by the CEO from time to time. Executive agrees that he will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company.

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of ________ __, 2026 by and between John Levy (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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**SEEQC,**INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

			Page
1.	Establishment, Purpose and Term of Plan		1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1
2.	Definitions and Construction		1
	2.1	Definitions	1
	2.2	Construction	5
3.	Administration		5
	3.1	Administration by the Committee	5
	3.2	Authority of Officers	5
	3.3	Power to Adopt Sub-Plans or Varying Terms with Respect to Non-U.S. Employees	5
	3.4	Power to Establish Separate Offerings with Varying Terms	5
	3.5	Policies and Procedures Established by the Company	6
	3.6	Indemnification	6
4.	Shares Subject to Plan		6

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SEEQC, INC.

2026 EQUITY INCENTIVE PLAN

Effective Date:                , 2026

TABLE OF CONTENTS

1.	History; Existence of the Plan		1
2.	Purposes of the Plan		1
3.	Terminology		1
4.	Administration		1
	(a)	Administration of the Plan	1
	(b)	Powers of the Administrator	1
	(c)	Delegation of Administrative Authority	3
	(d)	Non-Uniform Determinations	3
	(e)	Limited Liability; Advisors	3
	(f)	Indemnification	3
	(g)	Effect of Administrator’s Decision	3
5.	Shares Issuable Pursuant to Awards		3
	(a)	Initial Share Pool	3
	(b)	Adjustments to Share Pool	3
	(c)	ISO Limit	4
	(d)	Source of Shares	4
	(e)	Non-Employee Director Award Limit	4

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SEEQC, INC.

2019 Equity Incentive Plan

1. Purpose of the Plan. The Company has adopted the 2019 Equity Incentive Plan to (a) attract, retain and motivate individual service providers to the Company and its Related by providing them the opportunity to acquire an equity interest in the Company and (b) align their interests and efforts with the long-term interests of the Company’s stockholders.

2. Definitions. Capitalized terms used in the Plan have the meanings set forth in Appendix A.

3. Administration.

(a) Plan Administrator. The Plan will be administered by the Board or a Committee duly authorized by the Board. All references in the Plan to the “Plan Administrator” will be to the Board or the authorized Committee.

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