Browse EX-10 agreements

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

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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.

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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.

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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

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MASTER REORGANIZATION AGREEMENT

BY AND AMONG

QUANTINUUM HOLDINGS, LLC,

QUANTINUUM INC.,

QUANTINUUM,

QUANTINUUM MERGER SUB LTD.

AND

COLORADO HOLDCO

___________________

[ l ], 2026

___________________

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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

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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.

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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”);

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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.

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TABLE OF CONTENTS

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TAX RECEIVABLE AGREEMENT

by and among

QUANTINUUM INC.

QUANTINUUM HOLDINGS, LLC

TRA PARTIES

and

OTHER PERSONS FROM TIME TO TIME PARTY HERETO

[ l ], 2026

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TABLE OF CONTENTS

Page
ARTICLE I Definitions									2
			Section 1.1.			Definitions			2
			Section 1.2.			Rules of Construction			11
ARTICLE II Determination of Realized Tax Benefit									11
			Section 2.1.			Basis Adjustments; Holdings 754 Election			11
			Section 2.2.			Tax Benefit Schedules			12
			Section 2.3.			Procedures; Amendments			13

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TAX RECEIVABLE AGREEMENT

among

EROCK, INC.,

a Delaware corporation,

ENCHANTED ROCK HOLDINGS, LLC,

a Delaware limited liability company,

and

CERTAIN OTHER PERSONS NAMED HEREIN

dated as of [●], 2026

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Table of Contents

				Page
Article I DETERMINATION OF REALIZED TAX BENEFIT					4
Section 1.01		Realized Tax Benefit and Realized Tax Detriment			4
Section 1.02		Assumptions, Conventions, and Principles for Calculations			4
Section 1.03		Procedures Relating to Calculation of Tax Benefits			7
Article II TAX BENEFIT PAYMENTS, THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS					9
Section 2.01		Payments			9
Section 2.02		No Duplicative Payments			9
Section 2.03		Order of Payments			9

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SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENCHANTED ROCK HOLDINGS, LLC

a Delaware limited liability company

dated as of [●]

THE LIMITED LIABILITY COMPANY INTERESTS IN ENCHANTED ROCK HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE COMPANY AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY

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Exhibit 10.8

May __, 2026

AmperCap Acquisition Company

12 East 49th Street, 18th Floor

New York, NY, 10017

Gentlemen:

AmperCap Acquisition Company (“Company”), a blank check company formed in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), pursuant to its registration statement on Form S-1 initially filed on March 17, 2026 (as may be amended, the “Registration Statement”) in connection with its initial public offering (“IPO”).

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