Exhibit 10.9
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) is entered into as of September 16, 2026, between
Treeline Biosciences, Inc., a Delaware corporation (or any successor thereto) (“Company”), The Oceano Group LLC, a Delaware limited liability company (“Consultant”), and Sean Mackay, an individual person (“Service Provider”).
The effectiveness of this Agreement is expressly conditioned upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger
by and between the Company and Standard Biotools Inc. dated June 6, 2026 (the “Transaction”, and such agreement the “Merger Agreement”).
All services contemplated by this Agreement shall be performed during the period following the closing of the Transaction and, if the Transaction does not close for any reason, then this Agreement shall automatically terminate and shall be of no
force and effect.
Company and Consultant desire to have Consultant perform advisory services for Company, subject to and in accordance with the terms and conditions of this
Agreement. The parties agree as follows:
1.
Statement of Work. Company and Consultant have executed (or will execute) one or more statements of work, substantially in the form
attached hereto as Exhibit A, that describe the specific services to be performed by Consultant (each, as executed, the “Statement of Work”). The Statement of Work will expressly
refer to, form a part of, and be subject to the terms and conditions contained herein.
2.
Performance of Services. Consultant agrees to take all actions necessary or advisable to cause Service Provider, Consultant’s
principal member and manager, to personally perform the services described in the Statement of Work (the “Services”) in accordance with its terms and this Agreement. Consultant represents
and warrants that Service Provider shall perform the Services in a thorough and professional manner, consistent with professional and industry standards.
3.
Compensation; Expenses. Consultant will be compensated for Services in accordance with the terms of the Statement of Work. Unless
otherwise specified in the Statement of Work, Company will not reimburse Consultant for any costs or expenses incurred by Consultant in connection with performing Services.
4.
Independent Contractor. Consultant will be an independent contractor and nothing in this Agreement will be construed as
establishing an employment or agency relationship between Company and Consultant. Consultant has no authority to bind Company by contract or otherwise. Consultant will perform Services under the general direction of Company, but Consultant will
determine, in Consultant’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law. Consultant acknowledges that Company will not carry any
liability insurance on behalf of Consultant.
5.
Taxes and Employee Benefits. Consultant will (a) report to all
applicable government agencies as income all compensation received by Consultant pursuant to this Agreement; (b) remit all applicable taxes due and owing on such compensation; (c) otherwise comply fully with all applicable tax laws. With respect
to any personnel engaged by Consultant as employees to perform Services, Consultant will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items
required by any government agency. Consultant will not be entitled to any benefits paid or made available by Company to its employees pursuant to this Agreement or in connection with the Services. Consultant will indemnify and hold Company
harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to
pay any withholding taxes or similar items in connection with compensation received by Consultant pursuant to this Agreement.
6.
Disclosure of Work Product. Consultant will, as an integral part of
the performance of Services, disclose in writing to Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications,
biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly
with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Consultant Work Product”).
7.
Ownership of Consultant Work Product. Consultant agrees that all
Consultant Work Product will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the
Consultant Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights
(collectively, “Intellectual Property Rights”) therein. At Company’s reasonable request and sole expense, during and after the term of this Agreement, Consultant will provide reasonable
assistance and reasonably cooperate with Company in all respects and will execute documents and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual
Property Rights and other legal protections for the Consultant Work Product. Consultant hereby appoints the officers of Company as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.
8.
Moral Rights. To the fullest extent permitted by applicable law,
Consultant also hereby irrevocably transfers and assigns to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Consultant Work Product, during and after the
term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or
control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a
“moral right.”
9.
Related Rights. To the extent that Consultant owns or controls
(presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by
Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Consultant hereby grants or will cause to be granted to Company a non-exclusive,
royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform
and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.
10.
Confidential Information. For purposes of this Agreement, “Confidential Information” means and will include: (a) any information, materials or knowledge regarding Company and its business, financial condition, products, programming techniques,
customers, suppliers, technology or research and development that is disclosed to Consultant or to which Consultant has access in connection with performing Services; (b) the Consultant Work Product; and (c) the terms and conditions of this
Agreement. Confidential Information will not include any information that: (i) is or becomes part of the public domain through no fault of Consultant; (ii) was rightfully in Consultant’s possession at the time of disclosure, without restriction
as to use or disclosure; or (iii) Consultant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. At all times, both during the term of this Agreement and after
its termination, and to the fullest extent permitted by law, Consultant agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to
others. Consultant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of
unauthorized use or disclosure of Confidential Information. Nothing in this section or otherwise in this Agreement shall limit or restrict in any way (w) Consultant’s immunity from liability for disclosing Company’s trade secrets as specifically
permitted by 18 U.S. Code Section 1833, the pertinent provisions of which are attached hereto as Exhibit B, (x) Consultant from exercising Consultant’s protected rights to the extent they cannot be waived by an agreement, (y) Consultant
from complying with any applicable law, regulation or court order, or (z) Consultant from testifying truthfully in an administrative, legislative or judicial proceeding.
11.
No Pre-existing Obligations; Non-infringement. Consultant
represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant’s
performance of its obligations under this Agreement. Consultant agrees to inform Company promptly and in writing if any such conflict arises. Moreover, Consultant represents and warrants that the Consultant Work Product will not infringe,
misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Consultant Work Product is created,
developed or supplied by Company or by a third party on behalf of Company.
12.
Competitive Activities. During the term of this Agreement,
Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of actual or reasonably anticipated business of
Company.
13.
Non-Solicitation of Personnel. During the term of this Agreement
and for a period of one (1) year thereafter, except on behalf of Company or its affiliates, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s own benefit or for the benefit of any
other person or entity; provided, however, that the foregoing restriction shall not prevent Consultant from (i) placing general solicitations (including through use
of a search firm) that are not specifically targeted toward any employees or consultants of the Company or its affiliates, or (ii) providing a reference to a third-party employer, upon request.
14.
Indemnity. Consultant will defend, indemnify and hold Company
harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by a third party against Company that
is based directly or materially on: (a) a claim that any Services (including any Consultant Work Product) infringe, misappropriate or violate such third party’s Intellectual Property Rights; (b) any act or omission of Consultant in connection with
the performance of the Services for which the Consultant could be liable pursuant to the common law of agency that constitutes gross negligence, recklessness or willful misconduct and that results in: (i) personal injury (or death) or tangible or
intangible property damage (including loss of use) or (ii) violation of any statute, regulation or ordinance applicable to Consultant or the Services; or (c) the Consultant’s fraud, misappropriation, embezzlement or dishonesty with regard to the
Company and/or the Services; provided that the foregoing shall not limit any rights to indemnification or directors’ and officers’ insurance coverage that Sean Mackay is entitled to under the Merger Agreement, or that Consultant is entitled to
under any policy or governing documents of Standard Biotools Inc., or otherwise.
15.
Term; Termination. This Agreement will commence on the closing of
the Transaction and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Consultant is performing Services pursuant to the Statement of Work. Consultant may terminate this
Agreement (including the Statement of Work) if Company breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from Consultant. Company may terminate this Agreement
(including the Statement of Work) at any time, for any reason or no reason, upon notice to Consultant, effective as of the date notice is delivered under the Notice section, below. Upon the expiration or termination of this Agreement for any
reason, Consultant will promptly deliver to Company all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Company, if any; and will promptly deliver to Company all Confidential
Information in Consultant’s possession or control.
16.
LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
17.
Arbitration and Class and Collective Action Waiver.
(a) To the fullest extent permitted by law, Consultant and Company agree to submit to mandatory binding arbitration, pursuant to and
governed by the Federal Arbitration Act (the “FAA”), any and all claims that (i) Consultant may have against Company and its directors, officers, owners, employees, agents, successors and
assigns, and (ii) Company may have against Consultant, arising out of or related to this Agreement or Consultant’s consulting services to Company and the termination thereof, including claims under any federal, state or local ordinance, statute,
regulation or constitutional provision, and, if Consultant is a California resident, individual claims under the California Private Attorneys General Act (California Labor Code Section 2698, et seq.)
(collectively, “Arbitrable Claims”). Further, to the fullest extent permitted by law, Consultant and Company agree that no class or collective actions can be asserted in arbitration, court
or any other forum. All claims must be brought solely in Consultant’s or Company’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding.
(b) Notwithstanding the foregoing, nothing in this arbitration provision restricts a party’s right to seek injunctive or other
provisional relief in court, where permitted by applicable law, including, but not limited to, in connection with violations of restrictive covenants and/or the misappropriation of a party’s private, proprietary, confidential or trade secret
information.
SUBJECT TO THE ABOVE, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. THE PARTIES
FURTHER WAIVE ANY RIGHTS THEY MAY HAVE TO PURSUE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION PERTAINING TO ANY CLAIMS BETWEEN CONSULTANT AND COMPANY.
(c) The arbitration shall be conducted through
JAMS before a single neutral arbitrator, in accordance with the JAMS comprehensive arbitration rules then in effect, provided however, that the FAA, including its procedural provisions for
compelling arbitration, shall govern and apply to this arbitration provision. The JAMS rules may be found at https://www.jamsadr.com/rules-comprehensive-arbitration/. If
Consultant is unable to access these rules, upon request, a hardcopy will be provided by Company to Consultant. Unless the parties agree otherwise, or as otherwise required by applicable law, the arbitration hearing shall take place in New York,
New York. This arbitration provision is governed by and will be construed in accordance with the FAA, and it shall only apply to claims that are subject to mandatory binding arbitration under applicable law. If, for any reason, any term of this arbitration provision is held to be invalid or unenforceable, all other valid terms and
conditions herein shall be severable in nature and remain fully enforceable.
18.
Governing Law; Attorneys’ Fees. This Agreement shall be construed in accordance with and governed by the law of the State of New
York, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Further, if Consultant is located outside of the United States, Consultant agrees that the laws outlined
herein, and not the laws of any other country, shall govern this Agreement. If any provision of this Agreement is invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible, given the
fundamental intentions of the parties when entering into this Agreement. To the extent such provision cannot be so enforced, it will be stricken from this Agreement and the remainder of this Agreement will be enforced as if such invalid, illegal
or unenforceable provision had never been contained in this Agreement. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in
addition to any other relief to which such prevailing party may be entitled.
19.
Notices. All notices required or permitted under this Agreement
will be in writing, will reference this Agreement, and will be deemed given: (a) when delivered personally; (b) when sent via e-mail; (c) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of
receipt; or (d) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified
by either party to the other party in accordance with this Section.
20.
Other Terms. The failure by either party to enforce any provision
of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement, together with the Statement of Work, constitutes the complete and exclusive understanding and agreement of the parties with
respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and conditions of the Statement of Work will take precedence
over the terms and conditions of this Agreement. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. This Agreement may be executed in counterparts, each
of which will be deemed an original, but all of which together will constitute one and the same instrument.
21.
Joint Terms. Company, Consultant, and Service Provider each hereby
expressly acknowledge and agree that, for purposes of: (X) the provisions relating to Consultant Work Product, Intellectual Property Rights, Moral Rights, and Related Rights in Sections 6 through 9 hereof and (Y) the provisions of Sections 11
through 13 hereof, references to Consultant shall also be deemed to also include references to Sean Mackay (in addition to, and not in substitution for, Consultant).
[Signature Page Follows]
AGREED AND CONSENTED TO:
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COMPANY:
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CONSULTANT:
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By:
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/s/ Spencer Smith |
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By: /s/ Sean Mackay
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Name:
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Spencer Smith |
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Name: Sean Mackay
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Title: Managing Member |
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Date: 9/16/2026 |
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Title:
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CFO |
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SERVICE PROVIDER:
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Name: Sean Mackay |
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Date:
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9/18/2026 |
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/s/ Sean Mackay
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Date: 9/16/2026
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EXHIBIT A
STATEMENT OF WORK
This Statement of Work is issued under and subject to all of the terms and conditions of the Consulting Agreement dated as of September 16, 2026, between Treeline
Biosciences, Inc. a Delaware corporation (or any successor thereto) (the “Company”) and The Oceano Group LLC, a Delaware limited liability company (“Consultant”) (such agreement, the “Consulting Agreement”).
1.
Description of Services
Transitional services relating to the wind-down of the pre-existing business of Standard Biotools Inc. as such business was operated prior to the closing of the
transactions contemplated by that certain Agreement and Plan of Merger by and between Company and Standard Biotools Inc. dated June 6, 2026 (the “Transaction”) (such services, the “Services”); provided, however, that the parties may mutually agree that the Services shall include such other matters as may be mutually agreed by the parties in writing.
The term of this Statement of Work shall be the six (6) month period following the closing of the Transaction, unless otherwise extended or renewed by mutual agreement of
the parties or terminated pursuant to Section 15 of the Consulting Agreement.
During the term of this Statement of Work, Consultant shall take all actions necessary or advisable to cause Sean Mackay to make himself available to Company for up to
eight (8) hours of services per week (the parties agree that, unless otherwise required pursuant to applicable law, the parties will treat Sean Mackay as having incurred a “separation from service” with Standard Biotools, Inc. as of the closing of
the Transaction for purposes of Code Section 409A). The Services shall be provided at such times as are mutually agreed to by the Company and Consultant.
2.
Payment Terms
On each of the first six (6) monthly anniversaries of the closing of the Transaction, subject to the Consultant having provided the Services, Company will provide Consultant
with a cash payment in the amount of $30,000 per month (the “Consulting Fee”), which amount will be paid to Consultant within fifteen (15) days thereafter.
If Consultant continues to provide the Services to Company through the six (6) month anniversary of the closing of the Transaction then, in addition to the Consulting Fee,
Company will provide Consultant with a cash payment in the amount of $150,000 (the “Retention Bonus”), which amount will be paid to Consultant within fifteen (15) days thereafter. In
addition, if Company terminates Consultant’s service without Cause prior to the six (6) month anniversary of the closing of the Transaction, then Consultant will be paid the Retention Bonus within fifteen (15) days following the date of such
termination, in addition to any earned but unpaid portion of the Consulting Fee.
For purposes of the foregoing, “Cause” means the Consultant’s termination because of (a) the Consultant’s
unauthorized misuse of the Company’s (or a parent or subsidiary of the Company) trade secrets or proprietary information, (b) the Consultant’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude, (c) the
Consultant’s committing an act of fraud against the Company (or a parent or subsidiary of the Company), or (d) the Consultant’s gross negligence or willful misconduct in the performance of the Services that has had or will have a material adverse
effect on the Company’s (or a parent or subsidiary of the Company) reputation or business.
3.
Expenses
Company will, in accordance with applicable Company policies and guidelines, reimburse Consultant for all reasonable and necessary costs or expenses incurred by Consultant
in connection with performing Services.
4.
Legal Fees
Company shall reimburse Consultant for all legal fees reasonably incurred in connection with the negotiation of the Consulting Agreement and this Statement of Work, not to
exceed $10,000 in the aggregate, within thirty (30) days of receipt of an invoice.
[Signature page follows]
AGREED AS OF September 16, 2026
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COMPANY:
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CONSULTANT:
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By:
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/s/ Spencer Smith |
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By: /s/ Sean Mackay
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Name:
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Spencer Smith |
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Name: Sean Mackay
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Title: Managing Member |
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Date: 9/16/2026 |
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Title:
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CFO |
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Date:
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9/18/2026 |
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EXHIBIT B
DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:
18 U.S. Code Section 1833 provides as follows:
Immunity From Liability For Confidential
Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade
secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Use of Trade Secret Information in
Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the
trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.