Browse EX-10 agreements

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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Exhibit 10.24

May 19, 2026

Office of the Chief Accountant

Securities and Exchange Commission

460 Fifth Street N. W.

Washington, DC 20549

	Re:	Core AI Holdings, Inc.
		Commission File Number: 001-39557

Ladies and Gentlement:

We have received a copy of, and are in agreement with, the statements being made by Core AI Holdings, Inc., as they pertain to us, in Item 16F of its Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Securities and Exchange Commission on May 15, 2026.

We hereby consent to the filing of this letter as an exhibit by amendment to the foregoing report on Form 20-F.

By:	/s/ Barzily and Co.
	BARZILY AND CO., CPA’s
	Jerusalem, Israel

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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COMMERCIAL VEHICLE GROUP, INC.

SECOND AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

1.Purpose.

The purpose of the Commercial Vehicle Group, Inc. Second Amended and Restated 2020 Equity Incentive Plan (the “A&R 2020 Equity Incentive Plan”) is to promote the long-term growth and profitability of Commercial Vehicle Group, Inc. (the “Company”) and its Subsidiaries by (i) providing certain directors, officers and employees of, and certain other individuals who perform services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. Grants of incentive or non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units and deferred stock units, performance awards, dividend equivalent rights and other stock-based awards, or any combination of the foregoing may be made under the Plan.

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Amendment #12 to Convertible Promissory Note

This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of April 30, 2026 (the “Effective Date”), binding on the undersigned parties as of that date.

RECITALS

Odyssey Health Inc, formerly Odyssey Group Intl, Inc. (“Company”) and LGH Investments, LLC (“Holder”) entered into that certain Convertible Promissory Note (the “Note”) dated April 5, 2021 in the amount of $1,050,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.

Whereas, the parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

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Exhibit 10.9

COLUMBUS CIRCLE CAPITAL CORP III

3 Columbus Circle, 24th Floor

New York NY, 10019

_____, 2026

Cohen & Company LLC

3 Columbus Circle, 24th Floor

New York NY, 10019

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Columbus Circle Capital Corp III (the “Company”) and Cohen & Company LLC (the “Services Provider”), 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 Nasdaq Global Market (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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