Browse EX-10 agreements

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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Final Version

STOCKHOLDER SUPPORT AGREEMENT

 

This Stockholder Support Agreement (this “Agreement”) is made as of January 16, 2026, by and among SeeQC, Inc., a Delaware corporation (the “Company”), Allegro Merger Corp., a Delaware corporation (“Allegro”), and the undersigned holders (the “Voting Parties” and each a “Voting Party”) of (i) the issued and outstanding common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) and (ii) the issued and outstanding preferred stock, par value $0.0001 per share, of the Company (“Company Preferred Stock”).

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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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SEEQC, INC.

 

2026 EQUITY INCENTIVE PLAN

 

Effective Date:               , 2026

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

History; Existence of the Plan

1

 

 

 

Purposes of the Plan

1

 

 

 

Terminology

1

 

 

 

Administration

1

 

 

 

(a)

Administration of the Plan

1

 

 

 

(b)

Powers of the Administrator

1

 

 

 

(c)

Delegation of Administrative Authority

2

 

 

 

(d)

Non-Uniform Determinations

2

 

 

 

(e)

Limited Liability; Advisors

3

 

 

 

(f)

Indemnification

3

 

 

 

(g)

Effect of Administrator’s Decision

3

 

 

 

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

 

 

 

Participation

4

 

 

 

Awards

4

 

 

 

(a)

Awards, In General

4

 

 

 

(b)

Stock Options

4

 

 

 

(c)

Limitation on Reload Options

5

 

 

 

(d)

Stock Appreciation Rights

5

 

 

 

(e)

Repricing

6

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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.

 

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;

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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 _______ __, 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 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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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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PERSONAL AND CONFIDENTIAL

2332 Galiano Street, 2nd Floor Coral Gables, FL 33134

December 9, 2024

 

Mr. Anthony McKiernan

Address on file with the Company

 

Re: Offer Letter

 

Dear Anthony,

 

We are thrilled to extend to you a formal offer of employment at Ionic Digital Services, LLC (the “Company”), a wholly owned indirect subsidiary of Ionic Digital Inc. (together with its subsidiaries as appropriate in the context, “Ionic”) in the position of Chief Executive Officer (“CEO”) of Ionic. Ionic is a pioneering force in the bitcoin mining industry. Your expertise and background have impressed us, and we are excited about the potential you bring to our team. In this position, you will be expected to devote your full time, attention and energies to the performance of your duties with Ionic. This letter contains the terms and conditions of our offer of employment to you.

 

Start Date and Location

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