Quantinuum Inc. Sample Contracts
QUANTINUUM RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • May 8th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
This Restricted Share Award Agreement (the “Agreement”) is entered into on February 14, 2024 by and between Quantinuum, a Cayman Islands-exempted limited company (the “Company”), and Rajeeb Hazra (the “Participant”). The Restricted Shares (as defined below) are subject to all of the terms and conditions of this Agreement and the Company’s 2023 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.
MASTER REORGANIZATION AGREEMENT BY AND AMONG QUANTINUUM HOLDINGS, LLC, QUANTINUUM INC., QUANTINUUM, QUANTINUUM MERGER SUB LTD. AND COLORADO HOLDCOMaster Reorganization Agreement • May 26th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
This MASTER REORGANIZATION AGREEMENT (this “Agreement”), dated as of [ l ], 2026, is entered into by and among each of the following entities (each, a “Party,” and collectively, the “Parties”): Quantinuum Holdings, LLC, a Delaware limited liability company (“Holdco”), Quantinuum Inc., a Delaware corporation (“PubCo”), Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Quantinuum (Cayman)”), 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 Holdco (“Merger Sub”) and Colorado Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Blocker”).
Underwriting AgreementUnderwriting Agreement • June 1st, 2026 • Quantinuum Inc. • Services-computer integrated systems design • New York
Quantinuum Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
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.”
QUANTINUUM RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • June 4th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
This Restricted Share Unit Award Agreement (the “Agreement”) is entered into on [_____], [___] by and among Quantinuum, a Cayman Islands-exempted limited company (the “Company”), Quantinuum Ltd. and [____] (the “Participant”). The Restricted Share Units (as defined below) are subject to all of the terms and conditions of this Agreement and the Company’s 2023 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.
QUANTINUUM HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ l ], 2026Limited Liability Company Agreement • May 26th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Quantinuum Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [ l ], 2026 (the “Effective Date”), is entered into by and among the Company, Quantinuum Inc., a Delaware corporation (the “Corporation”), as the sole managing member of the Company and each of the other Members (as defined herein).
Underwriting AgreementUnderwriting Agreement • May 26th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • New York
Quantinuum Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
STOCKHOLDER AGREEMENT OF QUANTINUUM INC.Stockholder Agreement • May 26th, 2026 • Quantinuum Inc. • Services-computer integrated systems design
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.
TAX RECEIVABLE AGREEMENT by and among QUANTINUUM INC. QUANTINUUM HOLDINGS, LLC TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETOTax Receivable Agreement • May 26th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ l ], 2026, is hereby entered into by and among Quantinuum Inc., a Delaware corporation (the “Corporation”), Quantinuum Holdings, LLC, a Delaware limited liability company (“Holdings”), Honeywell Holdings International Inc., a Delaware corporation and Honeywell International Inc., a Delaware corporation (collectively, “Honeywell”), Cambridge Quantum Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“CQH”) and JPMC Strategic Investments I Corporation, a Delaware corporation (“JPMC”).
QUANTINUUM RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • June 4th, 2026 • Quantinuum Inc. • Services-computer integrated systems design • Delaware
This Restricted Share Award Agreement (the “Agreement”) is entered into on [_____], [___] by and between Quantinuum, a Cayman Islands-exempted limited company (the “Company”), and [____] (the “Participant”). The Restricted Shares (as defined below) are subject to all of the terms and conditions of this Agreement and the Company’s 2023 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.