EX-10.12
Zoar Ltd
79 matching material contract exhibits.
Zoar Ltd
CubeBio Holdings Ltd
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this “Agreement”) is entered into as of [the Closing Date] (the “Effective Date”) by and between CubeBio Holdings Limited, a corporation organized under the laws of the Cayman Islands (the “Company”), and [_________________,] an individual (the “Executive”).
W* I T N E S S E T *H
**WHEREAS, **the Company is a Cayman Islands exempted company limited by shares that will be the post-closing public holding company following the business combination between Mountain Crest Acquisition Corp. V and CubeBio Co., Ltd. (the “Business Combination”); and
WHEREAS, the Company desires to employ the Executive as one of its executive officers in the position of [Title], reporting to [reporting to], and the Company and the Executive desire to enter into this Agreement to set forth the terms of the Executive’s employment with the Company; and
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CubeBio Holdings Ltd
SPONSOR SUPPORT AGREEMENT
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) between CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of the Republic of Korea (the “Company”), Mountain Crest Global Holdings LLC, a [Delaware] limited liability company (the “Sponsor”), and Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Mountain Crest” together with the Company and the Sponsor, each a “Party” and together the “Parties”) is dated [●], 2026 (the “Signing Date”).
BACKGROUND
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CubeBio Holdings Ltd
KOREA ADMINISTRATIVE SCRIVENERS & CERTIFIED PUBLIC TRANSLATORS’ ASSOCIATION Korea Translators Administrative Scrivener Number of issue: 47254 CERTIFICATE OF TRANSLATION Transaction Agreement Title of Document (Description of Service) CUBEBIO Co., Ltd. Name of Customer I, GI CHOUL, CHOI, signed below, HEREBY CERTIFY that the attached documents were prepared and translated by myself at the request of the person named above and that the translation is true and accurate to the original document . The translated document(s) submitted to you (agency) is/are accurately and fairly authorized translation(s) according to the Official Translation Administrative Office of the Republic of Korea’s Licensed Administrative Agent Act (Item 3 and 4 , Paragraph 1 , Article 2 ) . A Registered Public Translator is authorized to translate foreign/Korean documents submitted to and from foreign/Korean Government Offices and its relevant authorities from foreign languages to Korean and vice versa . We hereby issue Certificate of Translation pursuant to Korea’s Licensed Administrative Agent Act (Paragraph 2 ,
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CubeBio Holdings Ltd
FORM OF
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) between (i) CubeBio Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), (iii) Mountain Crest Global Holdings LLC, a Delaware limited liability company and the sponsor of Mountain Crest (the “Sponsor”), (iv) certain holders of Mountain Crest listed under Legacy Mountain Crest Holders on the signature page (each a “Legacy Mountain Crest Holder” and collectively, the “Legacy Mountain Crest Holders”), (v) each of the undersigned parties that were former shareholders of CubeBio Co., Ltd., a Korean chusik hoesa listed under “Holder” on the signature page (each such party to this Agreement and any person or entity who later becomes a party to this Agreement under Section 5.2, a “Holder” and collectively the “Holders”) is dated [●], 2026 (the “Signing Date”).
BACKGROUND
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CubeBio Holdings Ltd
Certain identified information has been excluded from this exhibit because it is both
(i) not material and (ii) the type of information that Cubebio Holdings Limited
customarily and actually treats as private or confidential.
The omitted information is indicated in this exhibit by [***].
Exhibit 10.16
Quality Assurance Agreement, dated May 27, 2025,
by and between CubeBio Co., Ltd. and TOYOBO Co., Ltd.
Quality Assurance Agreement
This Agreement entered into as of May 27, 2025 (hereafter the Effective Date), between CUBEBIO Co., Ltd., having its registered office at** **8F HYHILL Bldg, Digital-ro 10-gil 9, Geumcheon-gu, Seoul, Republic of Korea (It is called as “CUBEBIO” hereinafter.) and TOYOBO Co.,Ltd., a corporation having its principal place of business at 1-13-1 Umeda, Kita-ku, Osaka 530-0001, Japan (It is called as “TOYOBO” hereinafter.) enter into the agreement on the basic matters for the production and supply of the Products.
Article 1. Objective
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CubeBio Holdings Ltd
INDEMNIFICATION AGREEMENT
**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”) between CubeBio Holdings Limited, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”) is dated [●] (the “Effective Date”).
Background
A. Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations.
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CubeBio Holdings Ltd
COMPANY SHAREHOLDER SUPPORT AGREEMENT
COMPANY SHAREHOLDER SUPPORT AGREEMENT, entered into by Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), and certain shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”) is dated October [●], 2026 (the “Signing Date”).
BACKGROUND
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CubeBio Holdings Ltd
FORM OF LOCK-UP AGREEMENT
This Lock-Up Agreement (this “Agreement”) between Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), Mountain Crest Global Holdings LLC, a Delaware limited liability company (“Sponsor”), the equityholders of CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), listed on Schedule 1 (each a “Lock-Up Party” and collectively with Sponsor, the “Lock-Up Parties”) is dated [●], 2026 (the “Signing Date”). Mountain Crest, Sponsor, the Company and the Lock-up Parties are referred to individually as a “Party” and collectively, as the “Parties”. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BACKGROUND
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CubeBio Holdings Ltd
INDEMNIFICATION AGREEMENT
**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”) between CubeBio Holdings Limited, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”) is dated [●] (the “Effective Date”).
Background
A. Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations.
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CubeBio Holdings Ltd
FORM OF LOCK-UP AGREEMENT
This Lock-Up Agreement (this “Agreement”) between Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), Mountain Crest Global Holdings LLC, a Delaware limited liability company (“Sponsor”), the equityholders of CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), listed on Schedule 1 (each a “Lock-Up Party” and collectively with Sponsor, the “Lock-Up Parties”) is dated [●], 2026 (the “Signing Date”). Mountain Crest, Sponsor, the Company and the Lock-up Parties are referred to individually as a “Party” and collectively, as the “Parties”. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BACKGROUND
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CubeBio Holdings Ltd
COMPANY SHAREHOLDER SUPPORT AGREEMENT
COMPANY SHAREHOLDER SUPPORT AGREEMENT, entered into by Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), and certain shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”) is dated October [●], 2026 (the “Signing Date”).
BACKGROUND
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