Browse EX-10 agreements

[QNTM LETTERHEAD]

May 25, 2026

Re:    Amended Employment Letter

Dear Raj:

This letter sets forth the terms and conditions of your continued employment as the President and Chief Executive Officer of Quantinuum (sometimes referred to as the “Company”). The effective date (the “Effective Date”) of this letter will be the closing of the initial public offering of Quantinuum Inc.’s class A common stock (the “IPO”).

In connection with the IPO, you will appointed as the President and Chief Executive Officer of Quantinuum Inc. (“Pubco”), and you will report to the Board of Directors of Pubco (the “Board”). In addition, effective as of the Effective Date, you will be entitled to the following compensation and benefits package:

COMPENSATION

Base Salary: Your annual base salary will be $550,000. Base salary reviews occur annually and any adjustments are generally at the end of the first quarter of the calendar year. Adjustments are based on your performance and other relevant factors.

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QUANTINUUM INC.2026 INCENTIVE AWARD PLAN

PERFORMANCE-BASED 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 Performance-Based 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 Performance-Based 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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MASTERREORGANIZATIONAGREEMENT

BYANDAMONG

QUANTINUUM HOLDINGS, LLC,

QUANTINUUM INC.,

QUANTINUUM,

QUANTINUUM MERGER SUB LTD.

AND

COLORADO HOLDCO

June 3, 2026

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TABLEOFCONTENTS

Page

Article I     DEFINITIONS AND CONSTRUCTION					iii
Section 1.1    Definitions					iii
Section 1.2    Other Definitions					vi
Section 1.3    Headings; References; Interpretation					vi

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STOCKHOLDER AGREEMENT OF
QUANTINUUM INC.

THIS STOCKHOLDER AGREEMENT, dated as of June 3, 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.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

AGREEMENT

Section 1.Board of Directors.

(a)Honeywell Representation. Honeywell will have the right, but not the obligation, to designate for nomination to the Board, a number of designees as follows:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT(this “Agreement”), is made as of June 3, 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”);

WHEREAS, in connection with the IPO, the Company contemplates engaging in certain reorganization transactions, as more fully set forth in that certain Master Reorganization Agreement dated as of June 3, 2026 by and among Quantinuum Inc., Quantinuum Holdings, LLC, a Delaware limited liability company, Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands), Quantinuum Merger Sub Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly owned subsidiary of Quantinuum Holdings, LLC and Colorado Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Reorganization”), pursuant to which the Holders have received, in exchange for their respective interests in the

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QUANTINUUM HOLDINGS, LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

Dated as of June 3, 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 AGREEMENTby and amongQUANTINUUM INC.QUANTINUUM HOLDINGS, LLCTRA PARTIESandOTHER PERSONS FROM TIME TO TIME PARTY HERETOJune 3, 2026

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TABLE OF CONTENTS

Page

Article I     Definitions					2
Section 1.1.    Definitions					2

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CREDIT AGREEMENT

dated as of

August 13, 2026

among

ILLUMINA, INC.,

as the Borrower,

The Lenders Party Hereto,

BANK OF AMERICA, N.A.,

as the Administrative Agent, an Issuing Bank, and the Swingline Lender,

The Other Issuing Banks Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as the Syndication Agent,

and

CITIBANK, N.A.,

and

GOLDMAN SACHS BANK USA,

as Co-Documentation Agents

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

and

GOLDMAN SACHS BANK USA,

as Joint Bookrunners and Joint Lead Arrangers

Table Of Contents

Page

Article I Definitions			1
	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Classification of Loans and Borrowings	25

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DEFI DEVELOPMENT CORP.

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made on 8/10/2026 and shall have effect as of June 8, 2026 (the “Effective Date”), by and between DeFi Development Corp., a Delaware corporation (the “Company”), and Mempool Exploration, LLC (“Consultant”).

1.Consulting Relationship.During the term of this Agreement, Consultant will provide consulting services to the Company regarding transition of operations of certain validators owned by the Company and related matters (the “Services”), including providing the Company with a written transition plan for operations of the Company’s validators within 6 weeks after the EffectiveDate. Consultant will use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company.

2.Fees.As consideration for the Services that Consultant will provide and Consultant’s other obligations hereunder, the Company will pay to Consultant $8,333 per month, payable in arrears within 30 calendar days of the end of each calendar month. Consultant acknowledges that Consultant will receive an IRS Form 1099-NEC from the Company, and that Consultant will be solely responsible for all federal, state, and local taxes, as set forth in Section 5 and Section 6(b).

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May 15, 2026

Svai Sanford

VIA DOCUSIGN/EMAIL

Dear Svai:

This letter sets forth the terms of the mutual separation agreement (the “Agreement”) between you and Rani Therapeutics Holdings, Inc. (the “Company”), reflecting the parties’ shared decision to transition your employment relationship and facilitate an orderly transfer of your responsibilities to your successor.

1.

SEPARATION. Your last day of work with the Company and your employment termination date will be a date to be determined by you and the Company (the “Separation Date”). The intent is for the Company to identify your successor in the near term and for you to overlap with that person for some period of time once he/she commences employment with the Company. The Company will provide you with written notice of the Separation Date as soon as reasonably practicable following the identification of your successor and the establishment of his/her first day of employment with the Company. Regardless of when the Separation Date occurs, the Company will continue to pay you your base salary at the rate now in effect through the later of (a) June 30, 2026, and (b) the Separation Date, subject to standard payroll deductions and withholdings, payable in accordance with the Company's regular payroll schedule.

2.

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ETON PHARMACEUTICALS, INC.

21925 W. Field Parkway, Suite 235

Deer Park, IL 60010-7278

March 31, 2026 (amended June 1, 2026 for change in severance provision)

Judith Matthews

Re:         Employment Terms

Dear Judith:

On behalf of Eton Pharmaceuticals, Inc. (the “Company”), I am pleased to offer you employment in the position of Executive Vice President, Finance, of the Company, on the terms set forth in this offer letter agreement (the “Agreement”). The Company and the Board of Directors (the “Board”) have identified you as the designated successor to the role of Chief Financial Officer as part of the Company’s executive leadership succession planning. It is the Company’s current expectation that you will be appointed to serve as Chief Financial Officer by June 1st, 2026.

1.**         Employment Position; Duties. **As the Executive Vice President, Finance of the Company, you will report to the Chief Executive Officer and you will have those duties and responsibilities as customary for this position and as may be directed by the Chief Executive Officer of the Company. Your work duties may include work for, or on behalf of, Affiliates of the Company (as defined below). You will primarily work from Deer Park, IL office. During your employment, you will devote your full-time best efforts to the business of the Company and its Affiliates. Your commencement of employment pursuant to this Agreement will start on or around April 13, 2026 (such actual date of your commencement of employment, the “Start Date”).

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Certain information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential

SUPPLY AND DISTRIBUTION AGREEMENT

- by and between -

KNIGHT THERAPEUTICS EUROPE S.A.

- and -

ETON PHARMACEUTICALS, INC.

May 18, 2026

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TABLE OF CONTENTS

Article 1 DEFINITIONS AND CONSTRUCTION		2
1.1	Definitions.	2
1.2	Construction.	10
Article 2 Licenses, Commercialization, and Intellectual Property Rights		11

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