Browse EX-10 agreements

Exhibit 10.8 - S-1/A#1

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Exhibit  10.8

Dear Adena Hefets,

Congratulations! We are thrilled to invite you to join our board of directors (“Board”) as our new independent

director. Your appointment will be effective as soon as possible, subject to (i) final approval by the Board, (ii)

completion of customary independence, conflicts, and diligence processes, including your completion of a customary

director questionnaire, and (iii) your execution of any other director onboarding documents reasonably requested by

the Company and consistent with requests made of other independent directors (collectively, the “Appointment

Conditions”). This offer and your appointment as a director are not contingent upon an IPO by the Company. 

Role & Expectations

As an independent director, you will work closely with the Board & management to assist with:

•Strategic oversight of the Company's business plan, long-range strategy, and material corporate

transactions

•Corporate governance and risk oversight, including board composition, succession planning, ESG

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Exhibit 10.11

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

LEASE AGREEMENT

LANDLORD: BOYER LEHI HOLDINGS, L.C.

TENANT: ENTRATA, INC.

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LEASE SUMMARY

1.“Landlord”: BOYER LEHI HOLDINGS, L.C., a Utah limited liability company.

2.“Tenant”: ENTRATA, INC., a Delaware corporation.

3.“Rentable Square Feet”: the area determined by measuring to the outside finished surface of permanent outer building walls and including all enclosed floors including multiple story lobbies or open space within the Building, without any deductions for vertical penetrations other than mechanical shafts. The terms “RSF” and “rentable square foot” shall have corollary meanings. “Useable Square Feet”: the amount of square footage in the Leased Premises actually available to Tenant for Tenant’s use.

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Exhibit 10.10

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is made by and between Amanda Kathleen Torie (“Employee”) and Entrata, Inc., a Delaware corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Employee is employed by the Company;

WHEREAS, Employee signed Employee Confidential Information, Inventions Assignment, Non-Solicitation Agreement with the Company on March 2, 2023 (the “Confidentiality Agreement”);

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Exhibit 10.7 - S-1/A#1

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Exhibit  10.7

Dear Bill,

Congratulations! We are thrilled to invite you to join our Board of Directors as an independent director and Audit

Committee Chair, marking the beginning of an exciting journey with us as we prepare for a potential initial public

offering (“IPO”). Your appointment will be effective January 11, 2026, subject to (i) final approval by the Board, (ii)

completion of customary independence, conflicts, and diligence processes, and (iii) your execution of the Company’s

directors and officers (“D&O”) questionnaire.

Role & Expectations

As Audit Committee Chair, you will work closely with the Board, management, internal finance leadership, and

Entrata’s independent auditors to provide oversight of:

•Financial reporting, risk management, cybersecurity, compliance, and ethics programs

•Internal financial controls and processes

•The external auditor relationship including appointment, compensation, the audit plan, audit quality, and

auditor independence

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Exhibit 10.1

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of [  ], by and between Entrata, Inc., a Delaware corporation (the “Company”), and [   ], [a member of the Board of Directors and an officer][a member of the Board of Directors][an officer] (“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;

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KARDIGAN, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Kardigan, Inc. 2026 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Kardigan, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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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

 

 

 

 

 

 

 

 

 

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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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