Browse EX-10 agreements

CREDIT AGREEMENT

dated as of May 14, 2026

by and among

ORION180 INSURANCE GROUP INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO,

as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender

JPMORGAN CHASE BANK, N.A.,

ROYAL BANK OF CANADA

UBS SECURITIES LLC

and

RAYMOND JAMES BANK

as Joint Lead Arrangers and Joint Bookrunners

and

GOLDMAN SACHS BANK USA

DEUTSCHE BANK SECURITIES INC.

TEXAS CAPITAL BANK

and

LAKE FOREST BANK & TRUST COMPANY, N.A.

as Co-Syndication Agents

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TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

ORION180 INSURANCE GROUP INC.

AND

KENNETH GREGG

DATED AS OF [            ], 2026

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [         ], 2026, is made by and among:

i.    Orion180 Insurance Group Inc., a Texas corporation (together with any predecessor entities, the “Company”); and

ii.    Kenneth Gregg (together with his Permitted Transferees, the “PrincipalStockholder”).

RECITALS

WHEREAS, the Company has effected the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-[ ò ]);

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ORION180 INSURANCE GROUP, 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 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

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EQUITY INCENTIVE PLAN OF

ORION180 GROUP, INC.

(As of August 7, 2024)

1.Purpose; Eligibility.

1.1General Purpose. The name of this plan is the Equity Incentive Plan of Orion180 Group, Inc. (the “Plan”). The purposes of the Plan are to (a) enable Orion180 Group, Inc., a Florida corporation (the “Company”), to attract and retain the types of Employees who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees with those of the shareholders of the Company; and (c) promote the success of the Company’s business and the business of its Affiliates.

1.2Eligible Award Recipients. The persons eligible to receive Awards are certain Employees of the Company and its Affiliates, as determined in the sole discretion of the Committee.

1.3Available Awards. Awards that may be granted under the Plan include Non-Qualified Stock Options.

2.Definitions.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

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ORION180 INSURANCE GROUP, INC.2026 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “GrantNotice”) have the meanings given to them in the 2026 Incentive Award Plan (as amended from time to time, the “Plan”) of Orion180 Insurance Group, Inc. (the “Company”).

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INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation, or both;

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026 (the “Effective Date”), is entered into by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”) and Ryan Jesenik (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. Effective upon the Effective Date, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and continuing until terminated in accordance with Section 3 (the “Employment Period”).

2.Terms of Employment.

(a)Position and Duties.

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Execution Version

SECURITIES ISSUANCE AGREEMENT

THIS SECURITIES ISSUANCE AGREEMENT (this “Agreement”), is made as of September 8, 2026, by and between D-Wave Quantum Inc., a Delaware corporation (the “Company”), and the United States Department of Commerce (the “Department”).

WHEREAS, the Department and the Company are parties to that certain Other Transaction Agreement, dated September 4, 2026 (the “Award Agreement”), setting forth, among other things, certain terms and conditions pursuant to which the Department agreed to issue to the Company an award (the “Award”) administered pursuant to the CHIPS Act; and

WHEREAS, in order to induce the Department to enter into the Award Agreement, the Company has agreed, subject to the terms and conditions set forth herein, to issue to the Department such number of Shares (as defined below) set forth in Item 1 of Exhibit A.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

1.Issuance.

1.1Issuance of Shares.

(a)[Reserved.]

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Certain personally identifiable information has been omitted from this exhibit pursuant to

item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

TWENTY ONE CAPITAL, INC.

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and David J. Goldschmidt (the “Director”).

I. SERVICES

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AVALANCHE TREASURY CORPORATION

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Avalanche Treasury Corporation (the “Company”), a Delaware corporation, and Virginia Gambale (the “Director”).

I.             SERVICES

1.1  Board of Directors. The Director will be appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of September 8, 2026 (the “Effective Date”), until the date on which the Director ceases to be a member of the Board for any reason (the “Expiration Date”). The Director’s service as a member of the Board will be subject to (i) applicable law and (ii) renomination and reelection by the stockholders of the Company in accordance with the Company’s by-laws and other governing documents.

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AVALANCHE TREASURY CORPORATION

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Avalanche Treasury Corporation (the “Company”), a Delaware corporation, and Paul Grinberg (the “Director”).

I.             SERVICES

1.1  Board of Directors. The Director will be appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of September 8, 2026 (the “Effective Date”), until the date on which the Director ceases to be a member of the Board for any reason (the “Expiration Date”). The Director’s service as a member of the Board will be subject to (i) applicable law and (ii) renomination and reelection by the stockholders of the Company in accordance with the Company’s by-laws and other governing documents.

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**INDEMNIFICATION AGREEMENT **

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [*    *], 20[ ] between Blue Laser Fusion, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).

**WITNESSETH THAT: **

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers 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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