Browse EX-10 agreements

**RTW NEWCO10, INC. **

***2026 EQUITY INCENTIVE PLAN ***

1.	**Purpose. **

The purpose of this 2026 Equity Incentive Plan (the “Plan”) of RTW Newco10, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Com

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,

MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL

AND (II) IS THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

**EXCLUSIVE LICENSE AGREEMENT **

**by and between **

**YolTech Therapeutics Co., Ltd **

**and **

**RTW Newco10 Inc. **

**DATED **

**June 12, 2026 **

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**TABLE OF CONTENTS **

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**FORM OF INDEMNIFICATION AGREEMENT **

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 2026, by and between RTW Newco10, Inc., a Delaware corporation (the “Company”), and **[•] **(“Indemnitee”).

**WITNESSETH THAT: **

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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June 26, 2026

Columbus Circle Capital Corp II

3 Columbus Circle, 24th Floor

New York NY 10019

	Re:	Insider Agreement

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Columbus Circle Capital Corp II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC, as representatives (each a “Representative” and collectively the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and on

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QUANTUM SPACE, LLC

SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT

EFFECTIVE AS OF JUNE 8, 2026

TABLE OF CONTENTS

1.   Definitions	1
2.   Agreement Among the Company, the Investors and the Key Holders	4
2.1   Right of First Refusal	4
2.2   Right of Co-Sale	5
2.3   Effect of Failure to Comply	6
3.   Exempt Transfers	6

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LEASE

between

IBX 801 THOMPSON REALTY, LLC, Landlord

and

QUANTUM SPACE, LLC, Tenant

January 1, 2022

TABLE OF CONTENTS

		Page
Introduction		1
ARTICLE I - PREMISES AND TERM

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QUANTUM SPACE, INC.

FORM OF NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) of Quantum Space, Inc. (the “Company”) who is a non-employee director of the Company (each a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for their Board service. This Policy may be amended, modified, or terminated at any time in the sole discretion of the Board or the Compensation Committee of the Board (the “Compensation Committee”).

A Non-Employee Director may decline all or any portion of their compensation under this Policy by delivering written notice of such election to the Company prior to the date the applicable cash compensation is to be paid or equity award is to be granted.

	1.	Cash Compensation

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	Quantum Space 801 Thompson Avenue Rockville, MD 20852

April 3, 2026

James Bridenstine

Dear James,

On behalf of Quantum Space, LLC (“Quantum Space”), I am pleased to offer you the position of Chief Executive Officer. This offer is subject to your acceptance along with board approval for your compensation package.

The following initial terms and conditions apply:

	●	Start date of May 4, 2026, or as mutually agreed upon;

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AMENDED AND RESTATED
PROFITS INTEREST PLAN
OF
QUANTUM SPACE MANAGEMENT, LLC

Quantum Space Management, LLC, a Delaware limited liability company (the “Company”), has adopted this Amended and Restated Profits Interest Plan of Quantum Space Management, LLC, as may be amended from time to time (the “Plan”), as of December 9, 2022 (the “Effective Date”), for the benefit of its eligible employees and other service providers. The purpose of the Plan is to provide such eligible employees and service providers with an opportunity to participate in the Company’s future by offering them an opportunity to acquire an interest in the Company so as to enhance the Company’s ability to attract and retain individuals of exceptional talent to contribute to the sustained progress, growth and profitability of the Company.

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QUANTUM SPACE, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of _____ __ , 20__, and is between Quantum Space, Inc., a Delaware corporation (the “Company”), and ______________(“Indemnitee”).

** **

RECITALS

A. Indemnitee’s service to the Company substantially benefits the Company.

B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

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QUANTUM SPACE, LLC

SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Effective as of June 8, 2026

** **

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ADDITION, THE ISSUANCE OF SUCH LIMITED LIABILITY COMPANY INTERESTS HAVE NOT BEEN QUALIFIED UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, THE “STATE ACTS”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF THE STATE ACTS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE MEMBER, A COPY OF WHI

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Quantum Space, LLC
Amended and Restated

Unit Appreciation Right Plan

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Article I

Purposes

Quantum Space, LLC, a Delaware limited liability company (the “Company”), has adopted this Quantum Space, LLC Amended and Restated Unit Appreciation Right Plan, as may be amended from time to time (the “Plan”), as of December 1, 2023 (the “Effective Date”), for the benefit of its eligible Employees. The purposes of the Plan are to foster and promote the long-term financial success of the Company and the Subsidiaries, and materially increase Member value by (a) motivating superior performance by Participants by means of performance-related incentives; and (b) enabling the Company and the Subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

Article II

Definitions, Etc.

Section 2.01 Certain Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:

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