Browse EX-10 agreements

FORM OF ADMINISTRATION AGREEMENT

 

This Agreement (this “Agreement”) is made as of __, 2026 (the “Effective Date”) by and between Monroe Capital Asset-Backed Finance Company, LP, a Delaware limited partnership (the “Partnership”), and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (the “Administrator”).

 

W I T N E S S E T H

 

WHEREAS, the Partnership is a newly organized holding company that intends to conduct a lending platform to fund, finance and structure certain asset-backed finance assets directly and through wholly or majority-owned subsidiaries; and

 

WHEREAS, the Partnership desires to retain the Administrator to provide administrative services to the Partnership, and the Administrator wishes to be retained to provide such services, on the terms and conditions hereinafter set forth.

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Document

Exhibit 10.1

CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, BECAUSE IT IS NOT MATERIAL AND/OR THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made

as of May 18, 2026 (the “Effective Date”), by and between US GCDC PHASE 1 HOLDINGS LLC, a Delaware limited liability company (“Seller”), and NVA11A LLC, a Delaware limited liability company (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller is the sole owner of one hundred percent (100%) of the membership interests (the “Membership Interests”) in GCDC Purchaser Phase 1 LLC, a Delaware limited liability company (the “Property Owner”);

WHEREAS, Property Owner owns in fee that certain real property commonly known as 13760 University Boulevard, Gainesville, Virginia 20155 and more particularly described on Exhibit A attached hereto (the “Land”);

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Document

Exhibit 10.2

EXECUTION VERSION

                                                                                                                                                                                          

CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, BECAUSE IT IS NOT MATERIAL AND/OR THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LOAN AGREEMENT

Dated as of June 23, 2026

Among

GCDC PURCHASER PHASE 1 LLC, as Borrower,

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and

GOLDMAN SACHS BANK USA,

collectively, as Lender

v.

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

1

Section 1.1.

Definitions

1

Section 1.2.

Principles of Construction

52

ARTICLE II

GENERAL TERMS

53

Section 2.1.

Loan Commitment; Disbursement to Borrower.

53

2.1.1.

Agreement to Lend and Borrow

53

2.1.2.

No Reborrowings

53

2.1.3.

Intentionally Omitted.

53

2.1.4.

The Note, Mortgage and Loan Documents

53

2.1.5.

Use of Proceeds

53

2.1.6.

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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 SeeQC, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders listed on the signature pages hereto under the heading “Holders” (such persons, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and, collectively, “Holders”). Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the Merger Agreement (as defined below).

 

RECITALS

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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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