Browse EX-10 agreements

CORRECTIVE AMENDMENT NO. 1

TO

INTELLECTUAL PROPERTY LICENSE WARRANT CONSIDERATION SETTLEMENT,

AMENDMENT AND COMMON STOCK SETTLEMENT WARRANT AGREEMENT

AND THE SETTLEMENT WARRANT

This Corrective Amendment No. 1 (this “Amendment”) is entered into as of August 10, 2026 (the “Amendment Date”), and is effective solely with respect to the corrections and conforming clarifications set forth herein as of May 12, 2026, by and between Qombat Ltd, as licensor and holder (“Qombat” or “Holder”), and EigenQ Inc., a Delaware corporation (the “Company”).

WHEREAS, Qombat and the Company are parties to that certain Intellectual Property License Warrant Consideration Settlement, Amendment and Common Stock Settlement Warrant Agreement dated as of May 12, 2026 (the “Settlement Agreement”), including the Contingent Cashless Common Stock Settlement Warrant attached as Exhibit A thereto (the “Settlement Warrant”);

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AMENDED AND RESTATED CORRECTIVE AMENDMENT NO. 1

TO

INTELLECTUAL PROPERTY LICENSE WARRANT CONSIDERATION SETTLEMENT,

AMENDMENT AND COMMON STOCK SETTLEMENT WARRANT AGREEMENT

AND THE SETTLEMENT WARRANT

This Amended and Restated Corrective Amendment No. 1 (this “Amendment”) is entered into as of August 12, 2026 (the “Amendment Date”), and is effective solely with respect to the corrections and conforming clarifications set forth herein as of May 12, 2026, by and between Qombat Ltd, as licensor and holder (“Qombat” or “Holder”), and EigenQ Inc., a Delaware corporation (the “Company”).

WHEREAS, Qombat and the Company are parties to that certain Intellectual Property License Warrant Consideration Settlement, Amendment and Common Stock Settlement Warrant Agreement dated as of May 12, 2026 (the “Settlement Agreement”), including the Contingent Cashless Common Stock Settlement Warrant attached as Exhibit A thereto (the “Settlement Warrant”);

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REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [__], 202[_], is made and entered into by and among EigenQ Holdings, Inc. (f/k/a/ Silicon Valley Acquisition Corp.), a Delaware corporation (the “Company”), Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Clear Street LLC, (“Clear Street”), and certain parties set forth on Schedule 1 hereto (collectively, the “Target Holders” and, collectively with the Sponsor, Clear Street and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).

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RECITALS

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EXHIBIT A - AMENDMENT AND CONTRACTOR FEE ADDENDUM

(to the Officer Independent Contractor Agreement and related Stock Appreciation Rights documentation)

1. Parties and Background

This Exhibit A - Amendment and Contractor Fee Addendum (this “Addendum”) is made by and among:

1. EigenQ, Inc., a Delaware corporation (“Company” or “EigenQ”);

2. Jose R. Rosas-Bustos, an individual independent contractor (“Contractor”); and

3. wisep2p OÜ, an Estonian private limited company, as the authorized contracting and payment entity for the fees described in this Addendum (“Contractor Entity”).

This Addendum amends and supplements the Officer Independent Contractor Agreement between the Company and Contractor, made effective as of March 13, 2025, together with any exhibits and related Stock Appreciation Rights documentation, as applicable (collectively, the “Existing Agreements”).

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AMENDED AND RESTATED CORRECTIVE AMENDMENT NO. 1

TO

INTELLECTUAL PROPERTY LICENSE WARRANT CONSIDERATION SETTLEMENT,

AMENDMENT AND COMMON STOCK SETTLEMENT WARRANT AGREEMENT

AND THE SETTLEMENT WARRANT

This Amended and Restated Corrective Amendment No. 1 (this “Amendment”) is entered into as of August 12, 2026 (the “Amendment Date”), and is effective solely with respect to the corrections and conforming clarifications set forth herein as of May 12, 2026, by and between GoQuantum SpA, as licensor and holder (“GoQuantum” or “Holder”), and EigenQ Inc., a Delaware corporation (the “Company”).

WHEREAS, GoQuantum and the Company are parties to that certain Intellectual Property License Warrant Consideration Settlement, Amendment and Common Stock Settlement Warrant Agreement dated as of May 12, 2026 (the “Settlement Agreement”), including the Contingent Cashless Common Stock Settlement Warrant attached as Exhibit A thereto (the “Settlement Warrant”);

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Exhibit A (initial licensed technologies and related technical descriptions) has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of the omitted schedule to the Securities and Exchange Commission upon request. The location of the omitted information is identified by [***].

EXCLUSIVE LICENSE AGREEMENT

Between

Qombat Ltd and EigenQ Inc.

This Exclusive License Agreement (the “Agreement”) is made and entered into as of 26 February 2025, by and between:

1. Qombat Ltd, a corporation organized and existing under the laws of Israel, having its principal place of business at HaGalil St 314, Nofit, Israel (“Licensor” or “Qombat”); and

2. EigenQ Inc, a Delaware corporation, with its principal place of business at 9175 Guilford Rd, Ste 300, Columbia, MD 21046, USA (“Licensee” or “EigenQ”).

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FORM OF CHEMOMAB SHAREHOLDER SUPPORT AGREEMENT

This Shareholder Support Agreement, dated as of [●], 2026 (this “Agreement”), is entered into by and among Scipher Medicine Corporation, a Delaware corporation (the “Company”) and each of the shareholders of Chemomab Therapeutics Ltd. (“Chemomab”) listed on Schedule I hereto (each, a “Shareholder”, and collectively, the “Shareholders”).

W I T N E S S E T H:

WHEREAS, Chemomab, [CHEMOMAB PARENT], a Delaware corporation and a wholly owned subsidiary of Chemomab (“Chemomab Parent”), [MERGER SUB], a Delaware corporation and wholly owned subsidiary of Chemomab Parent (“Merger Sub”), [DOMESTICATION MERGER SUB], an Israeli company and a wholly owned subsidiary of Chemomab Parent (“Domestication Merger Sub”), and the Company are concurrently with this Agreement entering into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, (a) Chemomab, Chemomab Parent and Domestication Me

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Exhibit 10.20

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities** PURCHASE AGREEMENT** (this “Agreement”) is dated as of [____], 2026, by and among Snowdrift Parent Corporation, a Delaware corporation (the “Company”), Chemomab Therapeutics Ltd., an Israeli company and a subsidiary company of the Company (“Chemomab”) and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 of Regulation D promulgated under the Securities Act;

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THIRDAMENDMENT

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MASTER LABORATORY SERVICES AGREEMENT

This Third Amendment (“Amendment”) to the Master Laboratory Services Agreement dated March 16, 2020 (“Agreement”) is effective as of September 12, 2026 (“Amendment 3 Effective Date”), and is entered into by and between Ambry Genetics Corporation (“Ambry”), and Scipher Medicine Corporation (“Scipher”) (collectively referred to as the “Parties”).

The Parties now desire to amend the terms of the Agreement as more particularly set forth below:

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MASTER LABORATORY SERVICES AGREEMENT

**THIS MASTER LABORATORY SERVICES AGREEMENT **(the “Agreement”) is entered into as of March 16, 2020 (the “Effective Date”), between Ambry Genetics Corporation, a Delaware corporation, having a principal place of business at One Enterprise, Aliso Viejo, CA 92656 (“Ambry”) and Scipher Medicine Corporation, a Delaware Corporation, having a principal place of business at 260 Charles Street, Suite 301, Waltham, MA 02453 (“Scipher”). Ambry and Scipher may be referred to herein individually as a “Party” or collectively as the “Parties.”

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1. LABORATORY SERVICES

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AMENDMENT NO. 2

This Amendment No. 2 to the Master Laboratory Services Agreement (the “Amendment”) by and between Scipher Medicine Corporation (“Scipher”) and Ambry Genetics Corporation (“Ambry”) is effective as of April 1, 2025 (the “Amendment Effective Date”). Terms used but not defined in this Amendment will have the meanings assigned to them in the Agreement.

PURPOSE

The parties entered into the Master Laboratory Services Agreement (the “Agreement”) effective March 16, 2020, amended by Amendment No. 1 effective September 13, 2023,(collectively the “Agreement”) and now wish to modify such Agreement to revise its term.

AMENDMENT

The parties agree to amend the Agreement as follows:

1.  Section 8.2 (c) (Termination). Is deleted in entirety and replaced with the following:

The Parties agree that either Party may terminate the Agreement or any Statement of Work without cause at any time by providing forty-five (45) days’ written notice to the other Party.

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ], 2026, is entered into by and among Snowdrift Parent Corporation, a Delaware corporation (the “Chemomab Parent”), Chemomab Therapeutics Ltd., an Israeli company and the parent company of the Company (“Chemomab”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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