Browse EX-10 agreements

KARDIGAN, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Kardigan, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Kardigan, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s voting common stock, par value $0.00001 per share (the “Common Stock”). 1,180,000 shares of Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 2,360,000 shares of Common Stock, (ii) 1% of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in Section 1). The Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “No

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Corporate Address:

8 West

889 Howell Mill Rd NW

Suite 4500

Atlanta, GA 30318

 

Mailing Address:

2146 Roswell Road

Suite 108-851

Marietta, GA 300

 

September 4, 2025

 

Andrew Glickler

5912 Genoa Court

Plano, Texas 75093

Via email: andrew_glickler@hotmail.com

 

 

 

Dear Andrew,

 

We are pleased to offer you the position of Senior Vice President of Finance (SVP, Finance) at QumulusAI, reporting to the Chief Financial Officer. This offer document supersedes and replaces all previous offers, whether implied, written, or accepted.

 

Position and Start Date

As SVP, Finance, you will be a full-time employe under our WAHA Technologies Inc. entity. Your role will be based in Plano, Texas, and may expand to other locations based on the needs of the company. Your expected start date will be September 15, 2025, or as otherwise agreed by you and your hiring manager(s).

 

Compensation and Benefits

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QumulusAI Confidential

 

 

[PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.]

 

QumulusAI

Subscription Order Form - [***]

 

This Subscription Order (this “Order”) is by and between The Cloud Minders, Inc. d/b/a QumulusAI (“Company” or “QumulusAI”) and the Customer identified below (“Customer”) (each of Company and Customer, a “Party”) and is effective on the date last signed below (the “Effective Date”). This Order includes and incorporates by reference the General Terms and Conditions (“GTC”) attached hereto and any additional terms, policies, or documents attached or referenced below (collectively, this “Agreement”).

 

CUSTOMER INFORMATION:

 

 

 

 

Name/Customer :

[***]                                      

 

Principal Contact Person :

[***]

Address:

[***]

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FINAL FORM

 

[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

 

**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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 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. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUN

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THE BILTMORE

 

 

QUMULUS AI, INC.

 

 

OFFICE LEASE AGREEMENT

 

 

 

 

 

 

 

 

 

1

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TABLE OF CONTENTS

 

1

DEMISE; TERM

5

2

RENT

6

3

INTENTIONALLY DELETED

6

4

SECURITY DEPOSIT

6

5

ACCEPTANCE OF THE PREMISES

7

6

USE

7

7

SERVICES

8

8

MAINTENANCE AND REPAIR

10

9

AREAS OUTSIDE OF PREMISES

11

10

LANDLORD RIGHTS AND DUTIES

11

11

FORCE MAJEURE

12

12

TENANT’S PROPERTY; INSURANCE

12

13

INDEMNIFICATION BY TENANT

14

14

LANDLORD INSURANCE

16

15

ALTERATIONS AND IMPROVEMENTS

17

16

ASSIGNMENT OR SUBLETTING

18

17

DEFAULT; REMEDIES

21

18

OCCUPANCY OF PREMISES; RIGHT OF ENTRY

25

19

DAMAGE AND CONDEMNATION

26

20

SUBORDINATION

28

21

ESTOPPEL CERTIFICATE

29

22

CONTINUOUS USE

29

23

BUILDING RULES AND REGULATIONS

29

24

QUIET ENJOYMENT

29

HOLDING OVER

30

SURRENDER

30

PARKING

30

NOTICES

31

ATTORNEYS’ FEES

32

ACCORD AND SATISFACTION

32

BROKERS

32

MISCELLANEOUS

32

 

 

LIST OF EXHIBITS

EXHIBIT “A”

DIAGRAM OF PREMISES

EXHIBIT “B”

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[PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.]

 

Execution Version

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June [***], 2026, is by and among QumulusAI, Inc., a Georgia corporation with offices located at 2146 Roswell Road, Suite 108-851, Marietta, GA 30062 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), and TXV Partners IV, LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 3,775,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the hol

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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 Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), TXV Partners IV, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC ( the “Representative”),together with the Sponsor, and 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

 

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Texas Ventures Acquisition IV Corp, 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, as amended (File No. 333-292010) (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-half 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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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2025, by and between Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 1,875,000 warrants (or 2,325,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant, as detailed on Schedule A. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to pur

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[    ], 2026

 

Texas Ventures Acquisition IV Corp

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase

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TEXAS VENTURES ACQUISITION IV CORP

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

[   ], 2026

 

TXV Partners IV, LLC

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Texas Ventures Acquisition IV Corp (the “Company”) and TXV Partners IV, LLC (the “Sponsor”), 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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, 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 “Termination Date”):

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