Browse EX-10 agreements

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 21, 2026 by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Shahal M. Khan (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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FOUNDER SHARES AND PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This Founder Shares and Private Placement Units Purchase Agreement, dated as of May 21, 2026 (this “Agreement”), is entered into by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Burtech Sponsor II LLC (the “Sponsor”), and the several purchasers named on Exhibit A hereto (each a “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 (a “Class A Ordinary Share” or “Share”) and one warrant (“Warrant”) each exercisable to purchase one Class A Ordinary Share at $11.50 per share (the “Warrant”, and which tougher with the Class A Ordinary Share, the “Public Units”) upon the consummation of an initial business combination, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This Private Placement Units Purchase Agreement, dated as of May 21, 2026 (this “Agreement”), is entered into by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Burtech Sponsor II 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 (a “Class A Ordinary Share” or “Share”) and one redeemable warrant (“Warrant”), each warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2026, is made and entered into by and among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Burtech Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Yakira Capital Management, Inc. (“Yakira”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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 Holders, collectively, own 3,942,857 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 514,286 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 21, 2026, by and between Burtech 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. 333-295232) (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, $0.0001 par value per share (each, an “Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share upon the consummation of an initial business combination (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; and

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May 21, 2026

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

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 among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 9,200,000 of the Company’s units (including up to 1,200,000 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 redeemable warrant of the Company (each a “Warrant”), with each Warrant entitling the holder to purchase

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Exhibit 10.14

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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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 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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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 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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