Liqtech International Inc

LIQTSEC EDGAR
ARF'a sor
8-K, Önemli Olay Bildirimi
Önemli bildirim

Yönetici veya Yönetim Kurulu Değişikliği, Finansal Tablolar ve Ekler

Bildirim maddeleri

Madde 5.02
Yönetici veya Yönetim Kurulu Değişikliği
Önemli
Madde 9.01
Finansal Tablolar ve Ekler

Ek belge: EX-10.1

INTERIM CHIEF FINANCIAL OFFICER CONSULTANCY AGREEMENT
This Interim Chief Financial Officer Consultancy Agreement (the "Agreement") is entered into between:
Industriparken 22C, 2750 Ballerup Denmark
Nyelandsvej 82, st., 2000 Frederiksberg Denmark
and concerning the services to be performed by:
The Company and the Consultant are hereinafter individually referred to as a "Party" and jointly as the "Parties".
1.1 The Company wishes to engage the Consultant to provide interim Chief Financial Officer services to LiqTech Holding A/S and, where relevant and agreed, its subsidiaries and affiliated companies within the LiqTech Group.
1.2 The Consultant has agreed to provide such services through the Interim CFO.
1.3 The Parties acknowledge and agree that this Agreement constitutes a business-to-business consultancy arrangement between the Company and the Consultant and is not an employment agreement between the Company and the Interim CFO.
2.1 The Consultant shall provide the Company with professional interim CFO services through the Interim CFO.
2.2 The Interim CFO shall assume responsibility for the Company's finance function and shall perform such duties as are reasonably associated with the position of Chief Financial Officer, including, but not limited to:
● financial management, reporting and controlling;
● budgeting, forecasting and cash-flow management;
● financial reporting to the Management and Board of Directors;
● cooperation with auditors, banks, investors, authorities and other relevant stakeholders;
● oversight of accounting, treasury and financial processes;
● supporting the Company's strategic and operational decision-making from a financial perspective;
● ensuring appropriate financial governance, controls and compliance;
● supporting investor relations and Nasdaq-related financial matters where relevant;
● supporting the Company in connection with corporate transactions, financing activities and other strategic projects; and
● other reasonable tasks falling within the normal scope of a CFO role.
2.3 The Interim CFO shall perform the services professionally, diligently and in accordance with applicable legislation, the Company's Articles of Association, policies and procedures, and lawful requests from the Board of Directors and Management.
2.4 The Interim CFO shall report to the Board of Directors and the Chief Executive Officer, as applicable, and shall participate in relevant management and Board activities as reasonably required for the performance of the role.
3.1 The Company shall provide the Interim CFO with such authority as is reasonably required for the performance of the CFO function.
3.2 The Interim CFO may represent and, where legally authorised, sign for and on behalf of the Company within the authority and mandate granted by the Board of Directors .
3.3 The Interim CFO shall at all times act within the limits of:
● the authority granted by the Board of Directors;
● the Company's Articles of Association;
● applicable signing rules and powers of attorney; and
● decisions and instructions issued by the Board of Directors.
3.4 Nothing in this Agreement shall be construed as granting the Interim CFO any authority exceeding the authority formally granted by the Company or its Board of Directors.
3.5 The Consultant and the Interim CFO shall immediately inform the Company if they become aware of any matter which may require a decision or approval from the Board of Directors or which falls outside the Interim CFO's authorised mandate.
3.6 The Interim CFO shall be appointed interim Chief Financial Officer and principal financial officer of LiqTech International, Inc. Registration as a member of the Executive Management of other LiqTech Group companies shall be agreed specifically. The Interim CFO shall not be required to sign or give any certification under Sections 302 or 906 of the U.S. Sarbanes-Oxley Act in respect of any reporting period ended before the commencement date of this Agreement. Prior to giving any certification, the Interim CFO shall receive customary sub-certifications from relevant finance, accounting and subsidiary personnel and shall have full access to the auditors, the Audit Committee and the records of the LiqTech Group. The Interim CFO shall not be obliged to give any certification which he cannot give in good faith and may in such case terminate this Agreement with immediate effect without liability. Prior to the appointment, LiqTech International, Inc. shall enter into its customary officer indemnification agreement with the Interim CFO. If the Interim CFO is registered as a member of the Executive Management (direktion) of any LiqTech Group company, the Company shall deregister such registration no later than five (5) business days after the termination or expiry of this Agreement.
4.1 The Parties acknowledge that the role of Interim CFO is a senior executive function and that the required time commitment may vary depending on the Company's needs.
4.2 The monthly consultancy fee set out in Clause 5 is a fixed fee and is not calculated on the basis of hours worked.
4.3 No additional fee, overtime payment or other remuneration shall be payable by the Company as a result of the actual number of hours worked by the Interim CFO.
4.4 The Interim CFO shall make himself reasonably available to perform the services and shall allocate sufficient time to properly fulfil the responsibilities of the role. The interim CFO will be present in the office at least four (4) days per week on average, excluding business travel, public holidays and absence under Clauses 4.5 and 5.7.
4.5 The Interim CFO shall coordinate holidays and other periods of absence with the CEO in advance, taking into account the Company's operational requirements. The Interim CFO will work off-site in the periods 21 December 2026 - 1 January 2027 and 1 February - 12 February 2027 and may be located outside Denmark during these periods. The Interim CFO will remain available and ensure that all responsibilities of the role are properly handled. These periods shall not affect the monthly fee.
5.1 In consideration for the services provided under this Agreement, the Company shall pay the Consultant a fixed consultancy fee of:
5.2 The consultancy fee covers all remuneration and costs associated with the Consultant's provision of the consultancy services, including the Consultant's normal business costs, administration, insurance, taxes, social contributions and other costs incurred by the Consultant in operating its business.
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Resmi belge

Liqtech International Inc, 8-KSEC EDGAR dosya no 000143774926032175
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