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Browse EX-10 agreements

243 matching material contract exhibits.


EXHIBIT 10.8

STANDARD BIOTOOLS INC.


Exhibit 10.8

[Date]

[First Name Last Name]

Sent via email

Dear [First Name]:

This letter agreement amends and restates the offer letter between you and Treeline Biosciences, Inc. (the “Company”), dated [________] (the “Prior Agreement”) effective [_______], 2026. You will continue to work in the role of [_______], reporting to the Company’s [Chief Executive Officer][Chief Scientific Officer].  As an exempt salaried employee, you may be expected to work additional hours as required by the nature of your work assignments. You will work [at our office located at [________]][remotely from your home in [________]].  The Company may change your position from time to time at its discretion.

1.

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EX-10.8·S-4/A·CIK 1162194·ACC 0001140361-26-039290·Filed Oct 09, 2026, 17:21 ET

EXHIBIT 10.6

STANDARD BIOTOOLS INC.


Exhibit 10.6

[Date]

Joshua H. Bilenker

Re: Amended and Restated Offer of Employment by Treeline Biosciences, Inc.

Dear Josh:

On behalf of Treeline Biosciences, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) is very pleased to offer you this amended and restated employment agreement (the “Agreement”):

1.           **

Position; Chief Executive Officer. You shall continue to serve as the Company’s President and Chief Executive Officer with such duties, authority, and responsibilities that are consistent with such position.

2.

Cash Compensation.

(a)

Base Salary. Your salary will be Five Hundred Forty Nine Thousand Three Hundred Twenty One Dollars ($549,321) per year, payable in accordance with the Company’s standard payroll schedule and subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

(b)

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EX-10.6·S-4/A·CIK 1162194·ACC 0001140361-26-039290·Filed Oct 09, 2026, 17:21 ET

EXHIBIT 10.7

STANDARD BIOTOOLS INC.


Exhibit 10.7

[Date]

Jeffrey Engelman

Re:          Amended and Restated Offer of Employment by Treeline Biosciences, Inc.

Dear Jeff:

On behalf of Treeline Biosciences, Inc. (the “Company”), I am very pleased to offer you this amended and restated employment agreement (the “Agreement”):

1.

Position; Chief Scientific Officer. You shall continue to serve as the Company’s Chief Scientific Officer, reporting to the Company’s Chief Executive Officer, with such duties, authority, and responsibilities that are consistent with such position.

2.

Cash Compensation.

(a)

Base Salary. Your salary will be Five Hundred Forty Nine Thousand Three Hundred Twenty One Dollars ($549,321) per year, payable in accordance with the Company’s standard payroll schedule and subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

(b)

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EX-10.7·S-4/A·CIK 1162194·ACC 0001140361-26-039290·Filed Oct 09, 2026, 17:21 ET

EXHIBIT 10.9

STANDARD BIOTOOLS INC.


Exhibit 10.9

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into as of September 16, 2026, between Treeline Biosciences, Inc., a Delaware corporation (or any successor thereto) (“Company”), The Oceano Group LLC, a Delaware limited liability company (“Consultant”), and Sean Mackay, an individual person (“Service Provider”).

The effectiveness of this Agreement is expressly conditioned upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger by and between the Company and Standard Biotools Inc. dated June 6, 2026 (the “Transaction”, and such agreement the “Merger Agreement”).  All services contemplated by this Agreement shall be performed during the period following the closing of the Transaction and, if the Transaction does not close for any reason, then this Agreement shall automatically terminate and shall be of no force and effect.

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EX-10.9·S-4/A·CIK 1162194·ACC 0001140361-26-039290·Filed Oct 09, 2026, 17:21 ET

EX-10.22(B)

Kensington Capital Acquisition Corp. VI

Exhibit 10.22(b)

NTHCYCLE,INC.

OMNIBUSAMENDMENTTONOTEPURCHASEAGREEMENTANDSUBORDINATED CONVERTIBLE PROMISSORY NOTES

This Omnibus Amendment to Note Purchase Agreement and Subordinated ConvertiblePromissory Notes (this “Amendment”),isenteredintoasofJuly7,2026(the“EffectiveDate”),by andamongNth Cycle,Inc.,aDelawarecorporation(the“Company”),andtheotherpartiessetforth onthesignaturepageshereto,comprisingholdersoftheNoteApprovalAmount(asdefinedbelow), andamendsandmodifies(i)theNotePurchaseAgreement,datedasofApril24,2026,byand amongtheCompanyandtheindividualsandentitieswhobecamepartiesthereto(the“Purchasers”) (collectively, the “Purchase Agreement”) and (ii) all Subordinated Convertible Promissory Notes issuedunder the Purchase AgreementasoftheEffectiveDate(the“Notes”).All capitalized terms usedbutnototherwisedefinedhereinshallhavethemeaningsascribedtosuchtermsinthe Purchase Agreement.

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EX-10.22(B)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.28

Kensington Capital Acquisition Corp. VI

NTH CYCLE HOLDINGS, INC.2026 INCENTIVE AWARD PLAN

ARTICLE i.

Purpose

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE ii.

Eligibility

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE iii.

Administration and Delegation

3.1.

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EX-10.28·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.22

Kensington Capital Acquisition Corp. VI

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement is dated as of April 24, 2026 (the “Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the individuals and entities who become parties to this Agreement by executing and delivering a Note Purchase Agreement Signature Page in the form of Exhibit A hereto in accordance with Section 2 hereof (each a “Purchaser” and, collectively, the “Purchasers”), which Purchasers shall be set forth on the Schedule of Purchasers attached hereto.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1.

Authorization; Sale of Notes.

1.1.

Authorization.The Company has duly authorized the sale and issuance, pursuant to the terms of this Agreement, at one or more closings, of Subordinated Convertible PromissoryNotesintheformattachedheretoasExhibitBintheaggregateprincipalamountofup to $15,000,000 (each a “Note” and, collectively, the “Notes”).

1.2.

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EX-10.22·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.26(B)

Kensington Capital Acquisition Corp. VI

Exhibit 10.26(b)

NthCycle,Inc.

Stock Option Agreement

GrantedUnder2020StockIncentivePlan

This Stock Option Agreement (this “Agreement”) is made between Nth Cycle, Inc., a Delaware corporation(the“Company”),andtheParticipantpursuanttothe20202StockIncentivePlan(the “Plan”).

NoticeofGrant

I.

ParticipantInformation

Participant:
ParticipantAddress:

II.

GrantInformation

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EX-10.26(B)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.26(A)

Kensington Capital Acquisition Corp. VI

Exhibit 10.26(a)

AMENDMENT NO. 2 TO THE NTH CYCLE, INC.

2020 STOCK INCENTIVE PLAN

Nth Cycle, Inc., a Delaware corporation (the “Company”), adopted the 2020 Stock Incentive Plan on August 14, 2020 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended and restated in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 2,922,160 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unus

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EX-10.26(A)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.19(A)

Kensington Capital Acquisition Corp. VI

Exhibit 10.19(a)

CONSENTANDAMENDMENTNO. 1TOLOANANDSECURITY AGREEMENT

ThisConsentandAmendmentNo. 1toLoanandSecurityAgreement(this“Amendment”) isdatedasofJune24,2025byandamong(a)(i)NTHCYCLE,INC.,aDelawarecorporationand (ii) NTH CYCLE HOLDINGS I, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, “Borrower”) and (b) HSBC VENTURES USA INC., a Delaware corporation (“Bank”).

1.

Reference is made to that certain Loan and Security Agreement dated as of May 2, 2024, by and between Borrower and Bank (as may be amended, modified, supplemented,orrestatedfromtimetotime,the“Agreement”).Capitalizedtermsused but not defined in thisAmendment shallhavethe meaninggiven tosuchtermsin the Loan Agreement.

2.

Borrower has informed Bank that Borrower formed a subsidiary, Nth Cycle Netherlands B.V., a company organized under the laws of the Netherlands (“Dutch Subsidiary”) (the “Subsidiary Formation”).

3.

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EX-10.19(A)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.20(C)

Kensington Capital Acquisition Corp. VI

Exhibit 10.20(c)

NTH CYCLE, INC.

AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT

ThisAmendmentNo.3totheNoteandWarrantPurchaseAgreementdatedasofApril24, 2026 (this “Amendment”), is made by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the undersigned holders of subordinated convertible promissory notes (the “Notes”)soldpursuanttothatcertainNoteandWarrantPurchaseAgreementdatedasofJune27, 2025, by and among theCompany and the Purchasers named therein, as amended by that certain Amendment to Note and Warrant Purchase Agreement, dated July 9, 2025 and that certain AmendmentNo.2toNoteandWarrantPurchaseAgreement,datedAugust31,2025(asamended, the“PurchaseAgreement”).CapitalizedtermsusedbutnototherwisedefinedinthisAmendment shall have the meanings given to them in the Purchase Agreement.

WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,anytermofthePurchase Agreement maybeamended, modified, or terminated withthewritten consentof theholdersof a majorityofthethen-outstandingaggregateprincipalamountoftheNotes(suchmajoritythe“Note Approval Amount”);

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EX-10.20(C)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET