Browse EX-10 agreements

		3437 S. Airport Way Stockton, CA 95206

November 25, 2025

Christopher Rogers

[***]

Dear Mr. Rogers,

We are delighted to offer you the position of Chief Growth Officer for Applied Aerospace and Subsidiaries, contingent upon your successful completion of a Company paid pre-employment physical, drug screen and background check.

Key Terms of the Offer:

	•		Position Title: Chief Growth Officer

	•		Exemption Status: Salary/Exempt

	•		Reporting To: James “Trip” Ferguson, CEO

	•		Estimated Start Date: December 1, 2025

	•		Work Location: Remote (home office in Virginia)

	•		Work Schedule: 9/80 Schedule (every other Friday off)

	•		Compensation:

…

EXECUTION

AMENDMENT NO. 4 TO INVESTMENT AND INVESTOR RIGHTS AGREEMENT

This Amendment No. 4 (“Amendment No. 4”), dated as of May 23, 2026, to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Original Investment Agreement”, as amended by Amendment No. 1 thereto, dated as of November 15, 2023 (“Amendment No. 1”), as supplemented by the several Joinders thereto, dated November 15, 2023 (collectively, the “Investment Agreement Joinders”), and as further amended by Amendment No. 2 thereto, dated as of September 22, 2024 (“Amendment No. 2”), and as further amended by Amendment No. 3 thereto, dated as of September 21, 2025 (“Amendment No. 3”), collectively the “Investment Agreement”), by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”), and the entities listed on Schedule A to the Investment Agreement (each, an “Investor” and collectively, the “Investors”), is made and entered into by and between the Company and the Investor listed on

…

Execution Version

THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

dated as of

May 21, 2026

between

ARES STRATEGIC INCOME FUND

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

BARCLAYS BANK PLC,

BNP PARIBAS,

ROYAL BANK OF CANADA,

SUMITOMO MITSUI BANKING CORPORATION,

TRUIST BANK,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents

$4,100,000,000

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS,

ROYAL BANK OF CANADA,

SUMITOMO MITSUI BANKING CORPORATION,

TRUIST SECURITIES, INC.,

WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	53
SECTION 1.03.	Terms Generally	53
SECTION 1.04.	Accounting Terms; GAAP	53
SECTION 1.05.	Currencies; Currency Equivalents; Benchmark  Notification	54
SECTION 1.06.	Divisions	56

ARTICLE II THE CREDITS

…

Exhibit 10.1

EXECUTION VERSION

SEVENTEENTH AMENDED AND RESTATED

SENIOR SECURED CREDIT AGREEMENT

dated as of

May 21, 2026

between

ARES CAPITAL CORPORATION

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

Bank of America, N.A.,

ROYAL BANK OF CANADA,

TRUIST BANK,

SUMITOMO MITSUI BANKING CORPORATION,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents

$5,481,000,000

JPMORGAN CHASE BANK, N.A.,

BOFa sECURITIES, INC.,

ROYAL BANK OF CANADA,

TRUIST SECURITIES, INC.,

SUMITOMO MITSUI BANKING CORPORATION,

WELLS FARGO SECURITIES, LLC,

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

…

Quantinuum Management Incentive Plan

1.    PURPOSE

Quantinuum and its subsidiaries (hereinafter “Quantinuum” or “Company”) has adopted the Quantinuum Management Incentive Plan (“MIP” or “Plan”) to attract and retain highly qualified employees, to obtain from each the best possible performance, to underscore the importance to employees of achieving specific objectives established for Quantinuum, and to protect its corporate assets such as its trade secrets, proprietary and confidential information, customer goodwill, customer relationships, and employees. The Plan funding is approved annually by the Quantinuum Board of Directors (“Board”) and administered by the Chief Human Resources Officer (“CHRO”).

2.    ELIGIBILITY

…

QUANTINUUM INC.
2026 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Quantinuum Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Quantinuum Inc. 2026 Incentive Award Plan (as amended from time to time, the “Plan”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

…

QUANTINUUM INC. 2026 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Quantinuum Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (“RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Quantinuum Inc. 2026 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

…

QUANTINUUM 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 and the Operating 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

…

MASTER REORGANIZATION AGREEMENT

BY AND AMONG

QUANTINUUM HOLDINGS, LLC,

QUANTINUUM INC.,

QUANTINUUM,

QUANTINUUM MERGER SUB LTD.

AND

COLORADO HOLDCO

___________________

[ l ], 2026

___________________

---

TABLE OF CONTENTS

									Page
Article I DEFINITIONS AND CONSTRUCTION									3
			Section 1.1			Definitions			3
			Section 1.2			Other Definitions			6
			Section 1.3			Headings; References; Interpretation			7
Article II RESTRUCTURING ACTIONS AND RELATED MATTERS									8
			Section 2.1			Merger			8
			Section 2.2			Blocker Merger			8

…

STOCKHOLDER AGREEMENT OF

QUANTINUUM INC.

THIS STOCKHOLDER AGREEMENT, dated as of [l], 2026 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and between Quantinuum Inc., a Delaware corporation (the “Corporation”), and Honeywell International Inc., a Delaware corporation (“Honeywell”), each of which may be referred to in this Agreement as a “party” and together as the “parties.” Certain terms used in this Agreement are defined in Section 7.

RECITALS

WHEREAS, the Corporation is effecting an underwritten initial public offering (“IPO”) of shares of its Class A Common Stock (as defined below);

WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations with respect to the governance of the Corporation after the Closing (as defined below); and

WHEREAS, it is understood and acknowledged that none of the obligations and rights contained in this Agreement must become effective until the Closing.

…

FORM OF

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [ l ], 2026, by and among Quantinuum Inc., (the “Company”), Cambridge Quantum Holdings Limited, Colorado Holdco, Honeywell Holdings International Inc., Honeywell International Inc., JPMC Strategic Investments I Corporation, Mitsui & Co., Ltd., NVentures LLC, and Quanta Computer Inc., each of which may be referred to in this Agreement as a “Party” and together as the “Parties.”

RECITALS:

WHEREAS, the Company is effecting an underwritten initial public offering (“IPO”) of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock” or the “Class A Shares” and, holders of Class A Common Stock or Class A Shares, the “Shareholders”);

…

QUANTINUUM HOLDINGS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [ l ], 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

---

TABLE OF CONTENTS

…