Browse EX-10 agreements

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026 (the “Effective Date”), is entered into by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”) and Ryan Jesenik (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. Effective upon the Effective Date, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and continuing until terminated in accordance with Section 3 (the “Employment Period”).

2.Terms of Employment.

(a)Position and Duties.

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INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation, or both;

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Final

ORION180 INSURANCE GROUP, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Non-employee members of the board of directors (the “Board”) of Orion180 Insurance Group, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company and shall be subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below). This Policy shall become effective after the effectiveness of the Company’s initial public offering (the “IPO”) and shall remain in effect until it is revised or

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Non-Qualified Stock Option Agreement

(As of August 7, 2024)

This Non-Qualified Stock Option Agreement (the “AwardAgreement” or “Stock Option Agreement”) is made and entered into as of [DATE] by and between Orion180 Group, Inc., a Florida corporation (the “Company”) and [EMPLOYEE NAME] (the “Participant”).

Grant Date: [______________, 2024]

Exercise Price Per Share: [__________________________] (equal to no less than the Fair Market Value of an Option Share on the Grant Date with respect to each Option Share)

Number of Option Shares: [_________________________]

Expiration Date: [__________________]

1.    Grant of Option.

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ORION180 INSURANCE GROUP, INC.2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

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CREDIT AGREEMENT

dated as of May 14, 2026

by and among

ORION180 INSURANCE GROUP INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO,

as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender

JPMORGAN CHASE BANK, N.A.,

ROYAL BANK OF CANADA

UBS SECURITIES LLC

and

RAYMOND JAMES BANK

as Joint Lead Arrangers and Joint Bookrunners

and

GOLDMAN SACHS BANK USA

DEUTSCHE BANK SECURITIES INC.

TEXAS CAPITAL BANK

and

LAKE FOREST BANK & TRUST COMPANY, N.A.

as Co-Syndication Agents

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TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

ORION180 INSURANCE GROUP INC.

AND

KENNETH GREGG

DATED AS OF [            ], 2026

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [         ], 2026, is made by and among:

i.    Orion180 Insurance Group Inc., a Texas corporation (together with any predecessor entities, the “Company”); and

ii.    Kenneth Gregg (together with his Permitted Transferees, the “PrincipalStockholder”).

RECITALS

WHEREAS, the Company has effected the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-[ ò ]);

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026 (the “Effective Date”), is entered into by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”) and Christoph Birchler (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. Effective upon the Effective Date, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and continuing until terminated in accordance with Section 3 (the “Employment Period”).

2.Terms of Employment.

(a)Position and Duties.

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CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of January 1, 2015 (the “Effective Date”) between BirchBioMed, Inc., a corporation created and existing under the laws of the Province of British Columbia with an address at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3 (“Company”), and The Carlisle Group, Inc., a corporation created and existing under the laws of New York with an address at 230 Park Avenue, Suite 1000, New York, N.Y. 10169 (“Consultant”) (Company and Consultant are each a “Party” and collectively the “Parties”).

Whereas, Consultant is experienced in general business management.

Whereas, Consultant is a Consulting Company which provides consulting services with respect to business management, media relations, marketing and promotions, internal/external communication, training and development.

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Exhibit 10.5

Certain information in this Exhibit marked [*] has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential.

Engagement Letter (the “Agreement”)

between

** **

BirchBioMed Inc.

Represented by: Mark S. Miller, Co-founder, Chairman and CEO

130 Kingcross Drive

King City

Ontario, Canada L7B 1E6

(both hereinafter referred to as the Company or BirchBioMed)

and

** **

CHG BioVenture SA

Represented by: Hervé Girsault, Managing Partner

Spichermatt 30

CH-6370 Stans

Switzerland

(hereinafter referred to as CHG Bioven or Consultant)

(Company and Consultant hereinafter individually or collectively also referred to as **Party **or Parties, respectively)

** **

WHEREAS,

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LOCK-UP AGREEMENT

___________, 2026

Re: Direct Listing of BirchBioMed Inc. Common Shares

BirchBioMed Shareholder:

BirchBioMed, Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”) is delivering this Lock-Up Agreement (the “Agreement”) to you, the undersigned party (referred to herein as the “Undersigned”) in connection with the direct listing of the common shares, no par value per share (the “Common Shares”), of the Company on the Nasdaq Global Market (the “Direct Listing”).

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** **

Exhibit 10.6

** **

SECOND AMENDED AND RESTATED LICENSE AGREEMENT

** **

**Between: THE UNIVERSITY OF BRITISH COLUMBIA **

** **

and

** **

BIRCHBIOMED INC.

** **

Table of Contents

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Article		Page
1.0	DEFINITIONS	2
2.0	PROPERTY RIGHTS IN & TO THE TECHNOLOGY	8
3.0	GRANT OF LICENSE	8
4.0	SUBLICENSING	9
5.0	ROYALTIES	10
6.0	MILESTONE PAYMENTS	12
7.0	EXIT EVENT PAYMENT	15
8.0	ANNUAL LICENSE FEE	18
9.0	PATENTS	19

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