Browse EX-10 agreements

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

…

MASTER SERVICES AGREEMENT

 

This Master Services Agreement (this “Agreement”) is entered into as of August 21, 2024 (the “Effective Date”), by and between Lohman & Associates, Inc., a California corporation (“L&A”), and Cadrenal Therapeutics, Inc., a Delaware corporation (“Client”).

  

WHEREAS, L&A provides accounting, business strategy and consulting, and fractional chief financial officer services;

 

WHEREAS, Client requires one or more of such services in connection with Client’s business; and

 

WHEREAS, Client wishes to engage, and L&A desires to accept an engagement pursuant to this Agreement as more specifically set forth in any Statement of Work (“SOW”) to perform the services set forth therein.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. SERVICES

…

SCOPE OF WORK NUMBER FIVE

FINANCE AND ACCOUNTING CONSULTING SERVICES

1. SERVICES DESCRIPTION AND SPECIFICATIONS

L&A will provide accounting and finance consulting services as requested by Cadrenal Therapeutics, Inc. (the “Client”). Services will be performed by John Sharp (the “Consultant”) as an independent contractor. Consultant shall serve as the Interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Client. The following describes the scope of Consultant’s engagement:

 

Onboarding

 

a)

Obtain access to all financial systems, records, and data repositories;

 

b)

Review existing financial and operational materials, including financial statements, forecasts, material agreements, and Board reporting packages; and

 

c)

Meet with management and the existing accounting provider to align on reporting requirements, growth objectives, and priority initiatives; and

 

 

 

d)

Meet with and train with internal company finance team members, as needed.

…

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2026, by and between ONCOTELIC THERAPEUTICS, INC., a Delaware corporation, with headquarters located at 29397 Agoura Road Suite 107, Agoura Hills, CA 91301 (the “Company”), and PACIFIC PIER CAPITAL II, LP, a Delaware limited partnership, with its address at 285 East Imperial Highway, Suite 203, Fullerton, CA 92835 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $178,410.00

Issue Date: June 23, 2026

Actual Amount of Purchase Price: $157,000.80

 

PROMISSORY NOTE

…

CREDIT AGREEMENT

dated as of

June 25, 2026

among

ANDERSEN TAX LLC

the Lenders party hereto, and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger

ASSET BASED LENDING

 

 

 

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

SECTION 1.01

 

Defined Terms

  

 

1

 

SECTION 1.02

 

Classification of Loans and Borrowings

  

 

45

 

SECTION 1.03

 

Terms Generally

  

 

45

 

SECTION 1.04

 

Accounting Terms; GAAP

  

 

45

 

SECTION 1.05

 

Interest Rates; Benchmark Notifications

  

 

46

 

SECTION 1.06

 

[Reserved.]

  

 

46

 

SECTION 1.07

 

Status of Obligations

  

 

46

 

SECTION 1.08

 

Letters of Credit

  

 

47

 

SECTION 1.09

 

Divisions

  

 

47

 

ARTICLE II THE CREDITS

  

 

47

 

SECTION 2.01

 

Commitment

  

 

47

 

SECTION 2.02

 

Loans and Borrowings

  

 

47

 

SECTION 2.03

 

Borrowing Procedures; Requests for Revolving Borrowings

  

 

48

 

SECTION 2.04

 

Protective Advances

  

 

49

 

SECTION 2.05

…

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of June 25, 2026 by and among Andersen Tax LLC, a Delaware limited liability company (“Borrower”), Andersen Tax Holdings LLC, a Delaware limited liability company (“Holdings”), Andersen Group Inc., a Delaware corporation (“AGI”), AT Umbrella LLC, a Delaware limited liability company (“ATU”), Andersen Global Mobility LLC, a Delaware limited liability company (“Mobility”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with Borrower, Holdings, AGI, ATU, and Mobility each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (together with its successors and assigns, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

…

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of June 25, 2026, by and among AT UMBRELLA LLC, a Delaware limited liability company (the “Company”), the other Loan Parties (as defined below) party hereto, ANDERSEN AGGREGATOR LLC, a Delaware limited liability company (“Subordinated Creditor”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Senior Secured Parties defined below (“Agent”).

R E C I T A L S

…

KOEI GROUP CO., LTD.

2026 EQUITY INCENTIVE COMPENSATION PLAN

 

1.Purpose; Eligibility.

 

1.1General Purpose. The name of this plan is the Koei Group Co., Ltd. 2026 Equity Incentive Compensation Plan (the “Plan”). The purposes of the Plan are to (a) enable Koei Group Co., Ltd., a Japanese joint-stock corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants, Directors and Statutory Auditors who will contribute to the Company’s long term success; (b) provide incentives that align the interests of Employees, Consultants, Directors and Statutory Auditors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

 

1.2Eligible Award Recipients. The persons eligible to receive Awards are the Employees (including Officers), Consultants, Directors and Statutory Auditors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants, Directors and Statutory Auditors after the receipt of Awards.

…

SHARE SALE AND PURCHASE AGREEMENT

THIS SHARE SALE AND PURCHASE AGREEMENT (“SPA”) is entered into as of 19 December 2025 (“Effective Date”).

 

BY AND BETWEEN:

(1)

HIDAKA HOLDLINGS (2008) CO., LTD., a company incorporated and existing under the laws of Thailand, having its registered office at 27 Hidaka Building, Floor 4 Soi Bangna-Trad 25, Bangna-Trad Road, Bangna Nuea Subdistrict, Bangna District, Bangkok 10260, Thailand (“Purchaser”); and

 

 

(2)

KOEI JAPAN CO., LTD., a company incorporated and existing under the laws of Japan, having its registered office at 1-13-3 Fukuura, Kanazawa-ku, Yokohama-shi, Kanagawa 236-0004, Japan (“Seller”).

 

Each of the Purchaser and the Seller may be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A)

The Purchaser intends to acquire forty-nine (49) percent of the total Shares in the Company from the Seller.

 

 

(B)

…

August 25, 2025

 

Via Email: makiwagner3@gmail.com

Maki Wagner

 

Dear Maki,

 

Koei US, Inc. (“Koei” or the “Company”) is pleased to offer you the position of Chief Communications Officer (“CCO”). We are confident that your expertise and experience will be a valuable asset to our team. We look forward to having you contribute to the growth and success of our Company.

 

YOUR EMPLOYMENT WITH KOEI WILL BE “AT WILL” MEANING THAT EITHER YOU OR KOEI MAY TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE. FURTHERMORE, THE FOLLOWING ARE THE CONDITIONS OF YOUR EMPLOYMENT, WHICH MAY BE MODIFIED FROM TIME TO TIME AT THE DISCRETION OF KOEI.

1.

EMPLOYMENT DETAILS

 

●

Target Start Date: August 25, 2025

●

Position: Chief Communications Officer

●

Employment Type: Part-time, salary, non-exempt

●

Work Days: Monday through Friday

●

Work Hours: Not to exceed 29 hours per week

●

Annual Salary: $50,000

●

Location: San Antonio, Texas

●

Travel: 10% or less (periodic overnight travel will be required)

●

…

Amendment No. 1 to Service Agreement

Dated as of 17 September 2025

 

This Amendment No. 1 to Service Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “PMO”) and KOEI JAPAN CO., LTD. (formerly Koei Shoji Co., Ltd.), a Japanese corporation (the “Company”). Each of the Company and PMO may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties are parties to that certain Service Agreement, dated as of 11 April 2024 (the “Original Agreement”); and

 

WHEREAS, the Parties now desire to amend the Original Agreement, and pursuant to the provisions of Section 11(f) of the Original Agreement the Parties may amend the Original Agreement in writing;

 

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

…