(the "letter
EX-10.3
July 15, 2025
VIA EMAIL ONLY
Dear Susan:
This letter sets forth our agreement (the "Letter Agreement") regarding advisory services to be provided
by you to the Board of Directors of Andersen Group Inc. ("AGI") and your eventual service as a director on the Board of AGI.
1.Effective as of July 16, 2025, you will act as an advisor ("Advisor") to the Board of Directors of AGI, a Delaware corporation until such time as you become a director ("Director") on the Board of AGI which shall occur by no later than July 1, 2026, unless either party provides the other with reasonable advance written notice of termination of your services as an Advisor or Director at any time.
2.Remuneration as follows:
a) As an Advisor to AGI, you shall receive 2,500 Profits Interest Units in the MD Entities (defined herein) ("PIUs"), 10% of which shall be in MD Management LLC ("Management") and 90% of which shall be in MD Investment LLC ("Investment"), which entities are indirectly owned by AGI (Management and Investment are collectively the "MD Entities"). Your obligation to purchase the PlUs shall be waived and the grant date of your PlUs shall be July 25, 20251.
b)The PlUs shall be fully vested immediately.
c)As an Advisor and Director, you must retain 1/3 of your equity and you cannot convert more than 20% of your PIUs into AGI stock per year (on a cumulative basis).
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