Browse EX-10 agreements

**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of September, 2026, by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), and William Blair & Company, L.L.C., a Delaware limited liability company (“William Blair”) and Roth Capital Partners, LLC, a California limited liability company (“Roth” and together with Cantor and William Blair, the “Subscribers” and each, a “Subscriber”).

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**Haymaker Acquisition Corp V **

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

September 16, 2026

Forest Crest Holdings LLC

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

Re: Advisory Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Haymaker Acquisition Corp V (the “Company”) and Forest Crest Holdings LLC (“FCH”), dated as of the date hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the “Closing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 16, 2026 by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-298544) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 16, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Haymaker Sponsor V LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase

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**Haymaker Acquisition Corp V **

**515 North Flagler Drive **

**Suite 350 **

**West Palm Beach, FL 33401 **

September 16, 2026

Mistral Capital Management LLC

501 Madison Avenue, Floor 5

New York, NY 10022

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Haymaker Acquisition Corp V (the “Company”) and Mistral Capital Management LLC (“Mistral”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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FIRST AMENDMENT TO SENIOR SECURED RevolvingCREDIT AGREEMENT

This FIRST AMENDMENT TO SENIOR SECURED RevolvingCREDIT AGREEMENT, dated as of September 17, 2026 (this “Amendment”), is entered into among FORTRESS PRIVATE LENDING FUND (the “Borrower”), the LENDERS party hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent (in such capacity, the “Administrative Agent”) and, solely with respect to Section 5.11 herein, as Collateral Agent (in such capacity, the "Collateral Agent").

RECITALS

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Senior Secured Revolving Credit Agreement dated as of August 5, 2025 (the “Existing Credit Agreement” and as amended by this First Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders extended certain commitments and made certain loans to the Borrower; and

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[D-Wave Quantum Inc. Letterhead]

September 17, 2026

Via Email

Greg Golkov

Re:    Appointment as Acting Chief Financial Officer

Dear Greg,

On behalf of the leadership team of D-Wave Quantum Inc. (the “Company”), I’m happy to offer you the temporary role of Acting Chief Financial Officer of the Company, effective September 2, 2026, and continuing until the Company hires a new Chief Financial Officer and that individual commences employment (the “Interim Period”). The Acting Chief Financial Officer role is a Section 16 officer position as defined under Section 16 of the Securities Exchange Act of 1934.

During the Interim Period, you will continue to have the title of SVP, Finance, and will report directly to the CEO. You will continue to work from your current work location, subject to business travel as may be required. Your employment during the Interim Period remains at-will, as set forth in your Employment Agreement with D-Wave Commercial Inc., dated April 24, 2023 (the “Employment Agreement”), which remains in full force and effect without modification.

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EXHIBIT 10.44

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Christopher Aker (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.            Employment by the Company.

1.1         Position. Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of General Counsel, and Executive hereby accepts such employment.

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EXHIBIT 10.47

May 31, 2026

Michael Cruse

Via Email

Re:	Separation Agreement

Dear Mike:

This letter sets forth the substance of the separation agreement (the “Agreement”) which Ambros Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.

1.        Separation Date.  Your last day of work with the Company and your employment termination date will be May 31, 2026 (the “Separation Date”).  Between the date of this Agreement and your Separation Date, you will be expected to perform your regular job duties and such other duties as may be assigned to you by the Company’s Chief Executive Officer.

2.          Accrued Salary.  On the Separation Date, the Company will pay you all accrued salary and all accrued and unused PTO earned through the Separation Date, subject to standard payroll deductions and withholdings. You acknowledge that you will receive these payments regardless of whether or not you execute this Agreement.

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EXHIBIT 10.35

AMBROS THERAPEUTICS, INC.

2024 EQUITY INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: September 9, 2024

APPROVED BY THE STOCKHOLDERS: September 9, 2024

AMENDED BY THE BOARD OF DIRECTORS: September 30, 2025

APPROVED BY THE STOCKHOLDERS: September 30, 2025

AMENDED BY THE BOARD OF DIRECTORS: April 20, 2026

APPROVED BY THE STOCKHOLDERS: April 23, 2026

AMENDED BY THE BOARD OF DIRECTORS: July 30, 2026

APPROVED BY THE STOCKHOLDERS: August 5, 2026

TERMINATION DATE: September 9, 2034

1.           General.

(a)         Eligible Stock Award Recipients.  Employees, Directors and Consultants are eligible to receive Stock Awards.

(b)         Available Stock Awards.  The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.

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EXHIBIT 10.48

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Cris Calsada (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s  services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.          Employment by the Company.

1.1        Position.  Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of Chief Financial Officer, and Executive hereby accepts such employment.

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EXHIBIT 10.42

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Joseph P. Hagan (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.           Employment by the Company.

1.1       Position. Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of Chief Executive Officer, and Executive hereby accepts such employment.

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