Browse EX-10 agreements

SYNTIANT CORP.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Syntiant Corp. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2026 Equity Incentive Plan (the “Plan”) and shall be effective upon the date of the effectiveness of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission that registers existing capital stock of the Company for resale (the “IPO”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

No Non-Employee Director who was designated to serve by an affiliated investor in the Company will be eligible to receive any compensation under this Program.

Cash Compensation

Effective upon the IPO, annual retainers will be paid in the following amounts to Non-Employee Directors:

Board Service

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SYNTIANT CORP.

2026 INCENTIVE AWARD PLAN

GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Syntiant Corp., a Delaware corporation (the “Company”), pursuant to its 2026 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units”or“RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Global Restricted Stock Unit Award Agreement attached hereto as Exhibit A, which includes any additional provisions for Participant’s country of residence or service, if any, set forth in the appendix for Participant’s country (the “Agreement”), one share of Common Stock (“Share”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement, the Country Provisions (if applicable) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit

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SYNTIANT CORP.

2026 INCENTIVE AWARD PLAN

GLOBAL STOCK OPTION GRANT NOTICE

Syntiant Corp., a Delaware corporation (the “Company”), pursuant to its 2026 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of shares of the Company’s Common Stock (the “Shares”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein as well as in the Global Stock Option Agreement attached hereto as Exhibit A, which includes any additional provisions for Participant’s country of residence or service, if any, set forth in the appendix for Participant’s country (the “Agreement”), and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Global Stock Option Grant Notice and the Agreement.

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EXECUTION VERSION

Amended and Restated EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 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”).

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RECITALS

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WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

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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.

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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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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 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”).

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RECITALS

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WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

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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.

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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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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 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”.

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RECITALS

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WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

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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.

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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 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”).

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RECITALS

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WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

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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.

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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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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 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”).

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RECITALS

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WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

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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.

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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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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with 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

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of July 15, 2026 New York, New York

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between Southport 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. 333-298104) (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, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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;

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Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

[_], 2026

Southport Acquisition Sponsor II LLC

8 Bolling Place

Greenwich, CT 06830

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Southport Acquisition Corp. II (the “Company”) and the Company’s sponsor, Southport Acquisition Sponsor II LLC (the “Service Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “***Ter

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