8-K - ARXS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

Arxis, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-43234	39-5113483
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
1332 Blue Hills Avenue<br> <br>Bloomfield, Connecticut	06002
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(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (860) 243-7100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class A common stock, par value $0.01 per share	ARXS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement.

On April 17, 2026, Arxis, Inc., a Delaware corporation (the “Company”) completed its previously announced initial public offering (the “IPO”) of 46,575,000 shares of its Class A common stock, par value $0.01 per share (“Class A Common Stock”), including the issuance of 6,075,000 Class A Common Stock as a result of the underwriters’ exercise of their option to purchase additional shares, at an initial public offering price of $28.00 per share.

Immediately prior to the completion of the IPO, the Company effected a reorganization (the “Reorganization”), pursuant to the Reorganization Agreement, dated April 16, 2026 (the “Reorganization Agreement”), whereby the Company’s wholly owned merger subsidiaries merged with and into Arcline Engineered Polymer Topco L.P. (“IPS”), Hawkeye TopCo L.P. (“Quantic”), Connector TopCo, L.P. (“Connector”) and Ovation TopCo, L.P. (“Ovation” and, together with IPS, Quantic and Connector, the “Arxis Businesses”), with the Arxis Businesses surviving as wholly owned subsidiaries of the Company. As consideration for such mergers, the Company issued (i) 23,153,980 shares of Class A Common Stock and 340,676,786 shares of Class B common stock, par value $0.01 per share, to the holders of Class A units and vested Management Incentive Units (“MIUs”), Growth Participation Units (“GPUs”) and Value Creation Bonuses (“VCBs”) of the Arxis Businesses, of which 649,293 shares of Class A Common Stock were withheld by the Company at the IPO price to satisfy such recipients’ resulting tax remittance obligations that will be paid by the Company, (ii) 11,117,031 restricted shares, or restricted stock units with respect to, Class A Common Stock to holders of unvested MIUs, GPUs and VCBs of the Arxis Businesses, which awards are subject to forfeiture conditions, including forfeiture of unvested awards upon termination of service prior to vesting and (iii) one share of convertible common stock, par value 0.01 per share, to Arcline Arxis Advisory I, L.P., convertible into Class B common stock. The Reorganization Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The terms of the Reorganization Agreement are substantially the same as the terms set forth in the form of such agreement previously filed as an exhibit to the Registration Statement and as described herein.

As previously contemplated by, and described in, the Company’s registration statement on Form S-1, as amended (File No. 333-294577), filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective on April 15, 2026 (the “Registration Statement”), the Company retained $1,220 million as net proceeds from the IPO. Approximately $746 million of the net proceeds were used to repay borrowings under the Company’s Term Loan Credit Facility (as defined in the Registration Statement). Following the loan repayment, the Company intends to use the remaining net proceeds for working capital and other general corporate purposes. As a result of the IPO, Arcline Investment Management, L.P. (“Arcline”) and the investment funds affiliated with it currently own approximately 99.00% of the total voting power of the Company’s outstanding common stock.

In connection with the IPO and the closing of the IPO, the Company entered into the following agreements with Arcline and its affiliated entities:

•	the Stockholders Agreement, dated April 16, 2026, with Arcline (the “Stockholders Agreement”), pursuant to which Arcline will have certain director nomination rights, consent rights and information rights, a copy of which is filed as Exhibit 10.2 and is incorporated herein by reference;
•	the Registration Rights Agreement, dated April 16, 2026, with entities affiliated with Arcline (the “Registration Rights Agreement”), pursuant to which the Company has granted such affiliated entities certain registration rights with respect to the Class A Common Stock owned by them following the completion of the IPO, including demand and piggyback registration and expense and indemnification rights, a copy of which is filed as Exhibit 10.3 and is incorporated herein by reference;
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•	the Amended and Restated Advisory and Consulting Services Agreement, dated April 16, 2026, with Arcline Arxis Advisory I, L.P. (the “Advisory and Consulting Services Agreement”), pursuant to which Arcline provides the Company certain assistance and support services to the Arxis Businesses relating to buy-side and sell-side transactions contemplated by the Arxis Businesses, operations and value creation consulting services, including research, strategy, technology, operations and talent related services, for the Arxis Businesses, all in exchange for one share of convertible common stock to Arcline Arxis Advisory I, L.P. and expense reimbursement, a copy of which is filed as Exhibit 10.4 and is incorporated herein by reference;
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•	the Convertible-Related Tax Receivable Agreement, dated April 16, 2026, with Arcline Arxis Advisory I, L.P. (the “Convertible-Related Tax Receivable Agreement”) in connection with the Reorganization, pursuant to which the Company will pay Arcline Arxis Advisory I, L.P. 85% of the cash tax savings the Company realizes with respect to the compensation deduction resulting from the transfer of the convertible common stock in respect of the services to be provided under the Advisory and Consulting Services Agreement, a copy of which is filed as Exhibit 10.5 and is incorporated herein by reference; and
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•	the Convertible Common Award Agreement, dated April 16, 2026, with Arcline Arxis Advisory I, L.P. (the “Convertible Common Award Agreement”) pursuant to which the Company issues Arcline Arxis Advisory I, L.P. an award of one convertible common stock, subject to the terms of the Advisory and Consulting Services Agreement, and sets forth the terms for its forfeiture, a copy of which is filed as Exhibit 10.6 and is incorporated herein by reference.
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The terms of the Stockholders Agreement, the Registration Rights Agreement, the Advisory and Consulting Services Agreement, the Convertible-Related Tax Receivable Agreement and the Convertible Common Award Agreement are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The description of the Company’s Reorganization set forth under Item 1.01 above is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

Amendment and Restatement of Certificate of Incorporation

On April 16, 2026, the Company amended and restated its certificate of incorporation (as so amended and restated, the “Certificate of Incorporation”). For further details regarding the Certificate of Incorporation, see the description of the Certificate of Incorporation set forth in the section of the Registration Statement entitled “Description of Capital Stock.” This description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Amendment and Restatement of Bylaws

On April 16, 2026, the Company amended and restated its bylaws (as so amended and restated, the “Bylaws”). For further details regarding the Bylaws, see the description of the Bylaws set forth in the section of the Registration Statement entitled “Description of Capital Stock.” This description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are filed herewith as Exhibit 3.2 and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

Exhibits.

Exhibit <br>No.
3.1	Amended and Restated Certificate of Incorporation of Arxis, Inc.
3.2	Amended and Restated Bylaws of Arxis, Inc.
10.1†	Reorganization Agreement, dated as of April 16, 2026, by and among Arxis, Inc. and the parties thereto.
10.2	Stockholders Agreement, dated as of April 16, 2026, by and between Arxis, Inc. and Arcline Investment Management, L.P.
10.3	Registration Rights Agreement, dated as of April 16, 2026, by and among Arxis, Inc. and the investors party thereto.
10.4	Amended and Restated Advisory and Consulting Services Agreement, dated as of April 16, 2026, by and between Arxis, Inc. and Arcline Arxis Advisory I, L.P.
10.5	Convertible-Related Tax Receivable Agreement, dated as of April 16, 2026, by and between Arxis, Inc. and Arcline Arxis Advisory I, L.P.
10.6	Convertible Common Award Agreement, dated as of April 16, 2026, by and between Arxis, Inc. and Arcline Arxis Advisory I, L.P.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
†	Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARXIS, INC.
Date: April 17, 2026	By:	/s/ Azad Badakhsh
		Azad Badakhsh
		Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ARXIS, INC.

The current name of this corporation is Arxis, Inc. (the “Corporation”). The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 3, 2025, under its current name. Pursuant to Section 241 of the General Corporation Law of the State of Delaware, the undersigned hereby certifies that the Corporation has not received any payment for its capital stock and that this amended and restated certificate of incorporation, which restates, integrates and amends the provisions of the certificate of incorporation, has been duly adopted in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware. The Corporation’s certificate of incorporation is hereby amended and restated to read in its entirety as follows:

Article 1. Name

The name of the Corporation is Arxis, Inc.

Article 2. Registered Office and Agent

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Article 3. Purpose and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended, “Delaware Law”).

Article 4. Capital Stock

A. Authorized Shares

The total number of shares of stock that the Corporation shall have authority to issue is 8,000,000,001 shares, which shall be divided into two classes, consisting of (i) 7,500,000,001 shares of common stock, par value $0.01 per share (“Common Stock”), which shall be divided into four series, consisting of 3,500,000,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), 3,500,000,000 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), 500,000,000 shares of Class C common stock, par value $0.01 per share (“Class C Common Stock”), and one share of convertible common stock, par value $0.01 per share (“Convertible Common Stock”), and (ii) 500,000,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”).

The Corporation’s board of directors (the “Board of Directors”) is hereby empowered, without any action or vote by the Corporation’s stockholders (except as may otherwise be provided by the terms of any series of Preferred Stock then outstanding), to authorize by resolution or resolutions from time to time the issuance, out of any theretofore authorized but unissued and undesignated shares of Preferred Stock, of one or more series of Preferred Stock and to fix the designations, powers (including voting powers), preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such series of Preferred Stock and the number of shares constituting each such series, and to increase or decrease the number of shares of any such series, to the extent permitted by Delaware Law.

B. Powers and Rights of Common Stock

The description of the Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock, and the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, are as follows:

1. Identical Rights. Except as otherwise expressly provided by this amended and restated certificate of incorporation (as the same may be amended, modified, supplemented and/or restated from time to time, the “Certificate of Incorporation”) or required by applicable law, shares of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock shall have the same rights, powers and privileges and rank equally (including as to dividends and distributions, and in any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in all respects as to all matters.

2. Reclassification, Split, Subdivision or Combination. If the Corporation in any manner reclassifies, splits, subdivides or combines the outstanding shares of Class A Common Stock, Class B Common Stock, Class C Common Stock or Convertible Common Stock, the outstanding shares of each other series of Common Stock shall concurrently therewith be proportionately reclassified, split, subdivided or combined in a manner that maintains the same proportionate equity ownership among the holders of the outstanding shares of Class A Common Stock, the holders of the outstanding shares of Class B Common Stock, the holders of the outstanding shares of Class C Common Stock and the holders of the outstanding shares of Convertible Common Stock on the record date for such reclassification, split, subdivision or combination, as the case may be.

3. Voting Rights. Except as otherwise expressly provided by this Certificate of Incorporation or required by applicable law, holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock shall vote together as a single class on all matters on which stockholders of the Corporation generally are entitled to vote. To the fullest extent permitted by law, except as otherwise expressly provided by this Certificate of Incorporation or otherwise required by applicable law, (i) each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders of the Corporation generally are entitled to vote, (ii) each holder of Class B Common Stock, as such, shall be entitled to twenty votes for each share of Class B Common Stock held of record by such holder on all matters on which stockholders of the Corporation generally are entitled to vote, (iii) each holder of Class C Common Stock, as such, shall not be entitled to vote on and shall not have any voting power with respect to shares of Class C Common Stock held of record by such holder on any matter on which stockholders of the Corporation generally are entitled to vote, and (iv) each holder of Convertible Common Stock, as such, shall be entitled to vote on as converted basis, irrespective of whether the Convertible Stock Conversion Conditions have been met, on all matters on which stockholders of the Corporation generally are entitled to vote. Notwithstanding anything to the contrary in this Certificate of Incorporation, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such affected series of Preferred Stock, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) or pursuant to Delaware Law. Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) without a separate class vote of the holders of Common Stock or Preferred Stock irrespective of the provisions of Section 242(b)(2) of Delaware Law.

4. Dividends. Whenever a dividend is paid to the holders of Class A Common Stock, Class B Common Stock, Class C Common Stock or Convertible Common Stock then outstanding, the Corporation shall also pay to the holders of each other series of Common Stock then outstanding an equal dividend per share on an equal priority, pari passu basis, unless different treatment of the shares of

each such series is or has been approved by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class A Common Stock entitled to vote thereon, by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class B Common Stock entitled to vote thereon, by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class C Common Stock entitled to vote thereon, and by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Convertible Common Stock entitled to vote thereon, each voting separately as a class; provided, however, that (x) if the dividend is paid in the form of shares of Class A Common Stock, Class B Common Stock or Class C Common Stock (or securities convertible into or exchangeable for, or that evidence the right to purchase or acquire, shares of Class A Common Stock, Class B Common Stock or Class C Common Stock), then the holders of Class A Common Stock shall receive shares of Class A Common Stock (or securities convertible into or exchangeable for, or that evidence the right to purchase or acquire, shares of Class A Common Stock), holders of Class B Common Stock or Convertible Common Stock shall receive shares of Class B Common Stock (or securities convertible into or exchangeable for, or that evidence the right to purchase or acquire, shares of Class B Common Stock) and holders of Class C Common Stock shall receive shares of Class C Common Stock (or securities convertible into or exchangeable for, or that evidence the right to purchase or acquire, shares of Class C Common Stock), with each share of Common Stock receiving an identical number of shares of Common Stock (or securities convertible into or exchangeable for, or that evidence the right to purchase or acquire, shares of Common Stock), (y) if the dividend is paid in securities of the Corporation other than those in clause (x), then the holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock will receive identical securities on an equal per share basis and (z) if the dividend is paid in securities of a Person other than the Corporation, then the holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock will either receive identical securities on an equal per share basis or receive different classes or series of securities of such Person on an equal per share basis, provided that such different classes or series of securities do not differ in any respect other than their relative voting rights, with holders of Class B Common Stock and Convertible Common Stock receiving the class or series of securities having higher relative voting rights as compared to, and proportional with the existing relative voting rights of, the holders of Class A Common Stock, and holders of Class A Common Stock receiving securities of a class or series having lesser relative voting rights as compared to, and proportional with the existing relative voting rights of, the holders of Class B Common Stock, and holders of Class C Common Stock receiving securities of a class or series having no voting rights. No dividends shall be paid in the form of shares of Convertible Common Stock. For the avoidance of doubt, the right of holders of shares of Convertible Common Stock to receive dividends or other distributions is not contingent on the Conversion Conditions having been met.

5. Mergers and Consolidations. In connection with any merger or consolidation of the Corporation with or into any other entity, or any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation, shares of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock shall be treated equally, identically and ratably, on a per share basis, including with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to holders of Common Stock, unless different treatment of the shares of each such series is or has been approved by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class A Common Stock entitled to vote thereon, by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class B Common Stock entitled to vote thereon, by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class C Common Stock entitled to vote thereon and the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Convertible Common Stock entitled to vote thereon, each voting separately as a class; provided, however, the holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock shall be deemed to have been treated equally, identically and ratably, on a per share basis, and no such separate class votes shall be required, if such holders receive different classes or series of securities on an equal per share basis, provided that such different classes or series of securities do not differ in any respect other than their relative voting rights, with holders of Class B Common Stock and Convertible Common Stock receiving the class or series of securities having higher relative voting rights as compared to, and proportional with the existing

relative voting rights of, the holders of Class A Common Stock, and holders of Class A Common Stock receiving securities of a class or series having lesser relative voting rights as compared to, and proportional with the existing relative voting rights of, the holders of Class B Common Stock, and holders of Class C Common Stock receiving securities of a class or series having no voting rights. Notwithstanding anything to the contrary in this Certificate of Incorporation, in determining whether shares of Class A Common Stock, Class B Common Stock, Class C Common Stock and Convertible Common Stock will be treated equally, identically and ratably, on a per share basis, the following shall not be considered: (i) any consideration to be paid to or received by a holder of Common Stock pursuant to any indemnification, bona fide employment, consulting, severance or similar services arrangement and (ii) any consideration to be paid to or received by a holder of Common Stock pursuant to any negotiated agreement between such holder (or any affiliate thereof) with any counterparty (or affiliate thereof) to such merger, consolidation or other transaction wherein such holder (or affiliate thereof) is contributing, selling, transferring or otherwise disposing of shares of the Corporation’s capital stock to such counterparty (or affiliate thereof), or such shares are being converted or exchanged, as part of a “rollover” or similar transaction in connection with such merger, consolidation or other transaction.

6. Liquidation and Dissolution. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and liabilities of the Corporation and subject to the payment in full of the preferential or other amounts to which any series of Preferred Stock are entitled (i) shares of Class A Common Stock, Class B Common Stock and Class C Common Stock shall be treated equally, identically and ratably, on a per share basis, and be entitled to receive an equal amount per share of all the assets of the Corporation of whatever kind available for distribution to holders of shares of any class of capital stock of the Corporation, unless different treatment of the shares of each such series is or has been approved by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class A Common Stock entitled to vote thereon, by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class B Common Stock entitled to vote thereon and by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class C Common Stock entitled to vote thereon, each voting separately as a class, and (ii) subject to the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock, if any, being entitled to receive an amount per share equal to at least 3.0 times the IPO Price, shares of Convertible Common Stock shall be treated equally, identically and ratably, on a per share, as converted, basis with shares of Class A Common Stock and shares of Class B Common Stock, and be entitled to receive an equal amount per share of all the assets of the Corporation of whatever kind available for distribution to holders of shares of Class A Common Stock, shares of Class B Common Stock and shares of Class C Common Stock, if any, irrespective of whether the Conversion Conditions have been met, unless different treatment of the shares of Convertible Common Stock is or has been approved by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Convertible Common Stock entitled to vote thereon.

7. Redemption of Convertible Common Stock. On or after the 12-year anniversary of the closing date of the IPO, the Corporation may, at the election of the disinterested directors at that time, redeem any unconverted share of Convertible Common Stock at its option, in whole or in part, at any time and from time to time, for the amount of shares of Class A common stock equivalent to the value that would be payable on such share of Convertible Common Stock in a liquidation of the Corporation as of the redemption date. For the purposes of this Article 4.B.7, the value of a share of Class A Common Stock shall be equivalent to the arithmetic average of the volume-weighted average prices of shares of the Class A Common Stock on Nasdaq (or such other principal stock exchange on which such shares are traded at the time of exercise) over the 30 trading day period immediately preceding the redemption date.

8. Restrictions on Transfers ofConvertible Common Stock. Shares of Convertible Common Stock shall not be transferred other than pursuant to a Permitted Transfer.

C. Conversion

1. Voluntary Conversion of Class B Common Stock. Subject to this Article 4.C, each share of Class B Common Stock shall be voluntarily convertible into one fully paid and non-assessable share of Class A Common Stock at the option of the holder of such share of Class B Common Stock at any time and from time to time and without payment of additional consideration by such holder.

2. Mechanics of Voluntary Conversion of Class B CommonStock. In order for a holder of shares of Class B Common Stock to voluntarily convert such shares of Class B Common Stock into shares of Class A Common Stock pursuant to Article 4.C.1, such holder shall (i) provide written notice (“Conversion Notice”) to the Corporation’s transfer agent at the office of the transfer agent for the Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Common Stock), stating the number of shares of Class B Common Stock that such holder elects to convert (and, if applicable, any event on which such conversion is contingent) and such holder’s name or the names of the nominees in which such holder wishes the shares of Class A Common Stock to be issued and (ii) surrender the certificate or certificates, if any, representing such shares of Class B Common Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, an affidavit stating that such certificate has been lost, stolen or destroyed and an agreement reasonably acceptable to the Corporation (which may include a requirement to post a bond) to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Lost Certificate Affidavit and Agreement”)) at the Corporation’s principal executive offices. If required by the Corporation, any certificate or certificates so surrendered shall be endorsed or accompanied by a written instrument or instruments of transfer, in a form reasonably satisfactory to the Corporation, duly executed by the registered holder or by such registered holder’s attorney duly authorized in writing. Upon the receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the documents provided by this Article 4.C.2 (the “Voluntary Conversion Time”), the shares of Class A Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date and all rights with respect to the shares of Class B Common Stock, converted at such Voluntary Conversion Time shall terminate, except for only (i) the rights of the holder of such shares to receive any dividends declared but unpaid on the shares of Class B Common Stock held of record by such holder as of the record date for such dividend, if such record date was at or prior to the Voluntary Conversion Time, that have been converted into shares of Class A Common Stock at such Voluntary Conversion Time, and (ii) if the shares of Class B Common Stock converted at such Voluntary Conversion Time were represented by a certificate or certificates immediately prior to such Voluntary Conversion Time and less than all of the shares of Class B Common Stock represented by any one certificate were converted at such Voluntary Conversion Time, the rights of the holder of such shares to receive a new certificate representing the shares of Class B Common Stock not so converted at such Voluntary Conversion Time.

3. Mandatory Conversion of Class B Common Stock. Each share of Class B Common Stock shall automatically, without any further action by the Corporation or the holder thereof, be converted into one fully paid and non-assessable share of Class A Common Stock upon the earliest to occur of (each, a “Class B Mandatory Conversion Time”): (i) a Transfer other than a Permitted Transfer of such share of Class B Common Stock; (ii) such share of Class B Common Stock being held by a Person other than a Permitted Transferee; (iii) the approval of such conversion by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class B Common Stock entitled to vote thereon, voting separately as a class, and the satisfaction or occurrence of any condition or event on which such conversion is contingent, as specified in such approval; and (iv) 5:00 p.m., New York time, on the first Business Day after the date on which both (A) outstanding shares of Class B Common Stock constitute less than 10% of the aggregate number of outstanding shares of Common Stock and (B) the Sponsor (and its Permitted Transferees) ceases to Beneficially Own a number of shares of Class B Common Stock that is greater than or equal to 35% of the number of shares of Class B common stock issued to the Sponsor or transferred or to be transferred to the Sponsor in respect of the shares of Class B Common Stock Beneficially Owned by the Funds immediately after the initial closing of the initial public offering of the Corporation’s Class A Common Stock.

4. Policies and Procedures with Respect to Class B CommonStock. The Corporation may, from time to time, require that a holder of shares of Class B Common Stock furnish affidavits or other proof to the Corporation as it deems necessary to verify the ownership of shares of Class B Common Stock and to confirm that a conversion to shares of Class A Common Stock has not occurred. Promptly following any conversion of Class B Common Stock at a Class B Mandatory Conversion Time, each holder of shares of Class B Common Stock that have been converted into shares of Class A Common Stock at such Class B Mandatory Conversion Time shall surrender the certificate or certificates, if any, representing such shares of Class B Common Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a Lost Certificate Affidavit and Agreement) to the Corporation’s transfer agent at the office of the transfer agent for the Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Common Stock). If required by the Corporation, any certificate or certificates so surrendered shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or by such registered holder’s attorney duly authorized in writing. Upon the occurrence of a Class B Mandatory Conversion Time, the shares of Class A Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date and all rights with respect to the shares of Class B Common Stock converted at such Class B Mandatory Conversion Time shall terminate, except for only (i) the rights of the holder of such shares to receive any dividends declared but unpaid on the shares of Class B Common Stock held of record by such holder as of the record date for such dividend, if such record date was at or prior to the Class B Mandatory Conversion Time, that have been converted into shares of Class A Common Stock at such Class B Mandatory Conversion Time, and (ii) if the shares of Class B Common Stock converted at such Class B Mandatory Conversion Time were represented by a certificate or certificates immediately prior to such Class B Mandatory Conversion Time and less than all of the shares of Class B Common Stock represented by any one certificate were converted at such Class B Mandatory Conversion Time, the rights of the holder of such shares to receive a new certificate representing the shares of Class B Common Stock not so converted at such Class B Mandatory Conversion Time.

5. Mandatory Conversion of Class C Common Stock. Each share of Class C Common Stock shall automatically, without any further action by the Corporation or the holder thereof, be converted into one fully paid and non-assessable share of Class A Common Stock upon the earliest to occur of (each, a “Class C Mandatory Conversion Time”): (i) the date on which no shares of Class B Common Stock are outstanding; and (ii) the approval of such conversion by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class B Common Stock entitled to vote thereon, voting separately as a class, and the satisfaction or occurrence of any condition or event on which such conversion is contingent, as specified in such approval.

6. Policies and Procedures with Respect toClass C Common Stock. Promptly following any conversion of Class C Common Stock at a Class C Mandatory Conversion Time, each holder of shares of Class C Common Stock that have been converted into shares of Class A Common Stock at such Class C Mandatory Conversion Time shall surrender the certificate or certificates, if any, representing such shares of Class C Common Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a Lost Certificate Affidavit and Agreement) to the Corporation’s transfer agent at the office of the transfer agent for the Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Common Stock). If required by the Corporation, any certificate or certificates so surrendered shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or by such registered holder’s attorney duly authorized in writing. Upon the occurrence of a Class C Mandatory Conversion Time, the shares of Class A Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date and all rights with respect to the shares of Class C Common Stock converted at such Class C Mandatory Conversion Time shall terminate, except for only the rights of the holder of such shares to receive any dividends declared but unpaid on the shares of Class C Common Stock held of record by such holder as of the record date for such dividend, if such record date was at or prior to the Class C Mandatory Conversion Time, that have been converted into shares of Class A Common Stock at such Class C Mandatory Conversion Time.

7. Voluntary Conversion of Convertible Common Stock. Subject to this Article 4.C and to the Convertible Stock Conversion Conditions having been met, each share of Convertible Common Stock shall be voluntarily convertible into a number of fully paid and non-assessable shares of Class B Common Stock (or, if no shares of Class B Common Stock are outstanding at the time of such voluntary conversion, shares of Class A Common Stock) equal to the Conversion Ratio at the option of the holder of such share of Convertible Common Stock at any time and from time to time prior to the Conversion Expiration Date and without payment of additional consideration by such holder.

8. Mechanics of Voluntary Conversion of Convertible Common Stock. In order for a holder of shares of Convertible Common Stock to voluntarily convert such shares of Convertible Common Stock into shares of Class B Common Stock pursuant to Article 4.C.7, such holder shall (i) provide written notice (“Convertible Stock Conversion Notice”) to the Corporation’s transfer agent at the office of the transfer agent for the Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Common Stock), (A) stating the number of shares of Convertible Common Stock that such holder elects to convert (and, if applicable, any event on which such conversion is contingent) and such holder’s name or the names of the nominees in which such holder wishes the shares of Class B Common Stock or Class A Common Stock, as applicable, to be issued, (B) stating the number of shares Class B Common Stock or Class A Common Stock, as applicable, to be issued to such holder or such holder’s nominees (C) certifying that the Convertible Stock Conversion Conditions have been met and that the Conversion Expiration Date has not occurred and (D) setting forth in reasonable detail such holders’ calculation of the second condition in the definition of “Convertible Stock Conversion Conditions” and (ii) surrender the certificate or certificates, if any, representing such shares of Convertible Common Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a Lost Certificate Affidavit and Agreement) at the Corporation’s principal executive offices. If required by the Corporation, any certificate or certificates so surrendered shall be endorsed or accompanied by a written instrument or instruments of transfer, in a form reasonably satisfactory to the Corporation, duly executed by the registered holder or by such registered holder’s attorney duly authorized in writing. Upon the receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the documents provided by this Article 4.C.8 (the “Convertible Stock Voluntary Conversion Time”), the shares of Class B Common Stock or Class A Common Stock, as applicable, issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date and all rights with respect to the shares of Convertible Common Stock, converted at such Convertible Stock Voluntary Conversion Time shall terminate, except for only (i) the rights of the holder of such shares to receive any dividends declared but unpaid on the shares of Convertible Common Stock held of record by such holder as of the record date for such dividend, if such record date was at or prior to the Convertible Stock Voluntary Conversion Time, that have been converted into shares of Class B Common Stock or Class A Common Stock, as applicable at such Voluntary Conversion Time, and (ii) if the shares of Convertible Common Stock converted at such Convertible Stock Voluntary Conversion Time were represented by a certificate or certificates immediately prior to such Convertible Stock Voluntary Conversion Time and less than all of the shares of Convertible Common Stock represented by any one certificate were converted at such Convertible Stock Voluntary Conversion Time, the rights of the holder of such shares to receive a new certificate representing the shares of Convertible Common Stock not so converted at such Convertible Stock Voluntary Conversion Time.

9. Mandatory Conversion of Convertible Common Stock. Irrespective of whether the Conversion Conditions have been met, each share of Convertible Common Stock shall automatically, without any further action by the Corporation or the holder thereof, be converted into a number of fully paid and non-assessable shares of Class B Common Stock (or, if no shares of Class B Common Stock are outstanding at the time of such automatic conversion, shares of Class A Common Stock) equal to the Conversion Ratio upon a Qualifying Change of Control Transaction (the “Convertible Mandatory Conversion Time”).

10. Policies and Procedures with Respect to Convertible CommonStock. The Corporation may, from time to time, require that a holder of shares of Convertible Common Stock furnish affidavits or other proof to the Corporation as it deems necessary to verify the ownership of shares of Convertible Common Stock and to confirm that a conversion to shares of Class B Common Stock or Class A Common Stock, as applicable, has not occurred. Promptly following any conversion of Convertible Common Stock at a Convertible Mandatory Conversion Time, each holder of shares of Convertible Common Stock that have been converted into shares of Class B Common Stock or Class A Common Stock, as applicable, at such Convertible Mandatory Conversion Time shall surrender the certificate or

certificates, if any, representing such shares of Convertible Common Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a Lost Certificate Affidavit and Agreement) to the Corporation’s transfer agent at the office of the transfer agent for the Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Common Stock). If required by the Corporation, any certificate or certificates so surrendered shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or by such registered holder’s attorney duly authorized in writing. Upon the occurrence of a Convertible Mandatory Conversion Time, the shares of Class B Common Stock or Class A Common Stock, as applicable, issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date and all rights with respect to the shares of Convertible Common Stock converted at such Convertible Mandatory Conversion Time shall terminate, except for only (i) the rights of the holder of such shares to receive any dividends declared but unpaid on the shares of Convertible Common Stock held of record by such holder as of the record date for such dividend, if such record date was at or prior to the Convertible Mandatory Conversion Time, that have been converted into shares of Class B Common Stock or Class A Common Stock, as applicable, at such Convertible Mandatory Conversion Time, and (ii) if the shares of Convertible Common Stock converted at such Convertible Mandatory Conversion Time were represented by a certificate or certificates immediately prior to such Convertible Mandatory Conversion Time and less than all of the shares of Convertible Common Stock represented by any one certificate were converted at such Convertible Mandatory Conversion Time, the rights of the holder of such shares to receive a new certificate representing the shares of Convertible Common Stock not so converted at such Convertible Mandatory Conversion Time.

11. Conversion Ratio; Adjustments. The “Conversion Ratio” shall be equal to the product of (i) 1.25% of the Company’s fully diluted capital stock (including Class B Common Stock or Class A Common Stock, as applicable, issuable upon such conversion) outstanding at the time of conversion multiplied by (ii) (A) two times (B) the value of one minus the quotient of (x) the IPO Price divided by (y) the stock price per Class A common share at the time of conversion, as determined by the arithmetic average of the daily volume-weighted average prices of shares of the Class A Common Stock on Nasdaq (or such other principal stock exchange on which such shares are traded at the time of exercise) over the 30 trading day period immediately preceding the conversion date; provided that if the number of issued and outstanding shares of Class B Common Stock or Class A Common Stock, as applicable, is increased by a capitalization, stock split, stock aggregation, stock subdivision, stock dividend, reorganization, reclassification, consolidation, merger or sale or other similar event, then, on the effective date of such capitalization, stock split, stock aggregation, stock subdivision, stock dividend, reorganization, reclassification, consolidation, merger or sale or other similar event, the Conversion Ratio in effect for the Convertible Common Stock shall be increased proportionately so that the share of Convertible Common Stock shall thereafter be convertible into such number of shares of Class B Common Stock or Class A Common Stock, as applicable, as would have been issuable had the conversion occurred immediately prior to such event, adjusted to reflect such event, in order that the holder of such share of Convertible Common Stock shall receive the same proportionate interest in the Corporation immediately after such event as immediately prior thereto. Notwithstanding anything else in this Certificate of Incorporation, (i) prior to satisfaction of the Convertible Stock Conversion Conditions, each holder of Convertible Common Stock, as such, is entitled to vote, to consent, to receive dividends, if any, to receive notices as stockholders with respect to any meeting of stockholders and to exercise any rights whatsoever as our stockholders in an amount of equal to the number of shares of Class B Common Stock that represent 1.25% of the Company’s fully diluted capital stock, and (ii) after satisfaction of the Convertible Stock Conversion Conditions, if ever, each holder of Convertible Common Stock, as such, is entitled, on an as-converted basis, to vote, to consent, to receive dividends, if any, to receive notices as stockholders with respect to any meeting of stockholders and to exercise any rights whatsoever as our stockholders until such time as each holder of Convertible Common Stock becomes a holder of the shares of our Common Stock issued upon conversion of the Convertible Common Stock.

12. Effect of Conversion. Any shares of Class B Common Stock converted pursuant to this Certificate of Incorporation shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred, and the authorized number of shares of Class B Common Stock shall be automatically reduced accordingly. Any shares of Class C Common Stock converted pursuant to this Certificate of Incorporation shall be automatically and immediately cancelled and retired. Any shares of Convertible Common Stock converted pursuant to this Certificate of Incorporation shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred, and the authorized number of shares of Convertible Common Stock shall be automatically reduced accordingly.

D. Reservation of Stock

The Corporation shall at all times while shares of Class B Common Stock or Class C Common Stock are outstanding reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the outstanding shares of Class B Common Stock and Class C Common Stock, such number of shares of Class A Common Stock as will from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock and Class C Common Stock into shares of Class A Common Stock. The Corporation shall at all times while shares of Convertible Common Stock are outstanding reserve and keep available out of its authorized but unissued shares of Class B Common Stock (or, from such time as no shares of Class B Common Stock are outstanding, shares of Class A Common Stock), solely for the purpose of effecting the conversion of the outstanding shares of Convertible Common Stock, such number of shares of Class B Common Stock or Class A Common Stock, as applicable, as will from time to time be sufficient to effect the conversion of all outstanding shares of Convertible Common Stock into shares of Class B Common Stock or Class A Common Stock, as applicable.

E. No Further Issuances

Except for any dividend payable in accordance with Article 4.B.4, any consideration to be paid to or received in connection with any merger or consolidation of the Corporation, or any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation, in accordance with Article 4.B.5, or a reclassification, split, subdivision or combination in accordance with Article 4.B.2, the Corporation shall not issue any additional shares of Class B Common Stock after the initial closing of the initial public offering of the Corporation’s Class A Common Stock.

The Corporation shall not issue any additional shares of Class C Common Stock or Convertible Common Stock after the date on which no shares of Class B Common Stock is outstanding.

Article 5. Bylaws

The Board of Directors shall have the power to adopt, amend or repeal, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with Delaware Law or this Certificate of Incorporation.

The stockholders may adopt, amend or repeal, in whole or in part, the Bylaws only with the affirmative vote of the holders of not less than 75% of the voting power of all outstanding capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Article 6. Board of Directors

A.Power of the Board of Directors

Except as otherwise provided by this Certificate of Incorporation or Delaware Law, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

B. Number, Election and Removal ofDirectors

1. Number. Subject to the special rights of the holders of any outstanding series of Preferred Stock, voting separately as a separate series or together with the holders of one or more other series, to elect directors, the total number of directors constituting the Board of Directors shall be a number not less than three nor more than nine, with the exact number of directors to be determined from time to time exclusively by the affirmative vote of a majority of the members of the Board of Directors then in office.

2. Classification and Term. Prior to the Triggering Event, the directors shall form one class. Each director shall serve for a term ending on the date of the first annual meeting of stockholders next following the annual meeting at which such director was elected, provided that directors in office at the Effective Time shall serve for a term ending on the date of the first annual meeting of stockholders following the initial public offering of the Corporation’s Class A Common Stock. Notwithstanding the foregoing, each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. In no event will a decrease in the number of directors shorten the term of any incumbent director.

Following the Triggering Event, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each director shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected; provided that directors initially designated as Class I directors shall serve for a term ending on the date of the first annual meeting of stockholders following the Triggering Event, directors initially designated as Class II directors shall serve for a term ending on the date of the second annual meeting of stockholders following the Triggering Event and directors initially designated as Class III directors shall serve for a term ending on the date of the third annual meeting of stockholders following the Triggering Event. Notwithstanding the foregoing, each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors in office immediately prior to the Triggering Event to such classes at the time such classification becomes effective. In no event will a decrease in the number of directors shorten the term of any incumbent director.

3. Election. There shall be no cumulative voting in the election of directors. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

4. Vacancies. Vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office or otherwise of a director or directors and newly created directorships resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director (and not by stockholders), and each director so elected shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected and until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office.

5. Removal. Prior to the Triggering Event, no director may be removed from office except with the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Following the Triggering Event, no director may be removed from office except for cause with the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

6. Definition. For purposes of this Certificate of Incorporation, “Triggering Event” means date (if any) on which the Sponsor, the Funds and their respective Permitted Transferees cease to Beneficially Own shares of capital stock of the Corporation representing a majority of the total voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

C. Preferred Stock Directors

Notwithstanding any other provision of this Article 6, and except as otherwise required by law, whenever the holders of any outstanding series of Preferred Stock shall have the right, voting separately as a series or together with one or more other series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of Preferred Stock as set forth in this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) and such directors shall not be included in any of the classes created pursuant to Article 6.B unless expressly provided by such terms. Except as otherwise provided for or fixed pursuant to the provisions of Article 4, whenever the holders of any outstanding series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal from office of such additional directors, shall forthwith terminate (in which case such director shall cease to be qualified as a director and shall cease to be a director) and the total authorized number of directors of the Corporation shall be automatically reduced accordingly.

Article 7. Meetings and Actions of Stockholders

A. Special Meetings

Special meetings of the stockholders may be called only by the Board of Directors, the Chairperson of the Board of Directors, the Corporation’s Chief Executive Officer or the holders of a majority of the then-outstanding shares of Class B Common Stock. Notwithstanding the foregoing, whenever holders of any outstanding series of Preferred Stock shall have the right, voting separately as a series or together with one or more other series of Preferred Stock, to elect directors, such holders may call, pursuant to the terms of such series of Preferred Stock adopted by resolution or resolutions adopted by the Board of Directors pursuant to Article 4.A hereto, a special meeting of the holders of such series of Preferred Stock for the purpose of voting on the election or removal of any such director.

B. Action by Written Consent of Stockholders without a Meeting

Prior to the Triggering Event, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken upon the vote of stockholders at an annual or special meeting of stockholders or by written consent of stockholders without a meeting.

Following the Triggering Event, subject to the rights of the holders of any series of Preferred Stock then outstanding, as may be set forth in the resolution or resolutions adopted by the Board of Directors pursuant to Article 4.A hereto for such series of Preferred Stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting of stockholders and may not be taken by written consent of stockholders without a meeting.

Article 8. Indemnification

A. LimitedLiability

To the fullest extent permitted by Delaware Law, no director or officer (within the meaning of Section 102(b)(7) of Delaware Law) of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment, repeal or elimination of this Article 8 or the adoption of any provision of the Certificate of Incorporation inconsistent with this Article 8, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination.

B. Right to Indemnification

Each person (and the heirs, executors or administrators of such person) (a “Covered Person”) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer, is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation. The right to indemnification conferred in this Article 8 upon each Covered Person shall also include the right to be paid by the Corporation the expenses incurred in connection with any such action, suit or proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise. The right to indemnification and advancement of expenses conferred in this Article 8 upon a Covered Person shall be a contract right and shall not be exclusive of any rights provided in the Bylaws, any agreement between the Corporation and any Covered Persons or by resolution of the Board of Directors.

The Corporation may, by action of its Board of Directors, provide indemnification and advancement of expenses to any employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware Law.

C. Insurance

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.

D. Non-Exclusivity of Rights

The rights and authority conferred in this Article 8 shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

E. Preservation of Rights

Neither the amendment nor repeal of this Article 8, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

Article 9. Dispute Resolution

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware Law, this Certificate of Incorporation or the Bylaws or as to which Delaware Law confers jurisdiction on the Court of Chancery of the State of Delaware and (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware; provided that the foregoing provision shall not apply to claims brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or any rule or regulation promulgated thereunder (the “Securities Act”), the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder (the “Exchange Act”) or any claim for which the U.S. federal courts have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the U.S. federal courts shall be the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act or the Exchange Act.

The Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to this Article 9 and to have consent to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin, or otherwise enforce this Article 9 with respect to, any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article 9 (an “Inconsistent Action”) and (ii) having service of process made upon such person or entity in any such proceeding by service upon such person’s or entity’s counsel in such Inconsistent Action as agent for such person or entity.

Article 10. Corporate Opportunities

To the fullest extent permitted by law, no Identified Person shall (i) have any duty to refrain from directly or indirectly engaging in the same or similar business activities or lines of business in which the Corporation or any of its subsidiaries now engages or proposes to engage or otherwise competing with the Corporation or any of its subsidiaries or (ii) be liable to the Corporation or its stockholders or subsidiaries for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its subsidiaries; provided that the Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation. Subject to the proviso in the foregoing sentence, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or any of its subsidiaries, to the fullest extent permitted by law, such Identified Person shall have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its subsidiaries and shall not be liable to the Corporation or its stockholders or subsidiaries for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not communicate information regarding such corporate opportunity to the Corporation or its subsidiaries.

Notwithstanding anything to the contrary, the provisions of this Article 10 shall not release any Person who is or was an employee of the Corporation or any of its subsidiaries from any obligations or duties that such Person may have pursuant to any other agreement that such Person may have with the Corporation or any of its subsidiaries.

For the purposes of this Article 10, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Corporation or any of its subsidiaries if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted, to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to this Article 10.

Article 11. Amendments

The Corporation reserves the right to amend, alter, change or repeal this Certificate of Incorporation in any manner permitted by Delaware Law and this Certificate of Incorporation and all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Article 4.B, Article 4.C, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10 and this Article 11 may not be repealed or amended in any respect, and no other provision may be adopted, amended or repealed which would be inconsistent with the provisions set forth in any of Article 4.B, Article 4.C, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10 or this Article 11, unless, in addition to any vote required by Delaware Law, such action is approved by the affirmative vote of the holders of not less than 75% of the total voting power of all outstanding capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Article 12. Definitions

For purposesof this Certificate of Incorporation:

•	“affiliate,” with respect to a specified Person, means any Person that directly, or indirectly<br>through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.
•	“Beneficially Owned” (including the terms “Beneficial Ownership” and<br>“Beneficially Owns”) has such meaning as is set forth in Rule 13d-3 of the Exchange Act (as defined below) in effect as of the Effective Date.
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•	“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or<br>other day on which commercial banks in New York City are authorized or required by law to close.
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•	“control” (including the terms “controlling,” “controlled<br>by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly through one or more intermediaries, of the power to direct or<br>cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
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•	“Conversion Expiration Date” means the 10-year<br>anniversary of the closing date of the IPO.
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•	“Convertible Stock Conversion Conditions” means the following two conditions, both of which<br>must be met: (i) the five year anniversary of the closing date of the IPO must have occurred and (ii) as of the conversion date, the price of the shares of Class A Common Stock has been equivalent to at least 2.0 times the IPO Price<br>based on the daily volume weighted average price of the shares of Class A Common Stock for 20 trading days over the 30 trading day period ending on the trading day immediately preceding the conversion date (subject to adjustment to reflect<br>stock splits, stock dividends, reorganizations, reclassifications, consolidations, mergers or sales or similar events).
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•	“Funds” means investment funds managed by the Sponsor.
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•	“Identified Persons” means the Sponsor, any investment fund managed by the Sponsor, any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or any of their<br>respective affiliates, other than the Corporation and any of its subsidiaries.
•	“IPO” means the initial public offering of the Corporation on the New York Stock Exchange or<br>the NASDAQ.
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•	“IPO Price” means the initial price per share of Class A Common Stock paid by the public<br>in the IPO.
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•	“Non-Employee Director” means a member of the Board of<br>Directors who is not an employee of the Corporation or any of its subsidiaries.
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•	“Permitted Transfer” means a Transfer from a holder of shares of Class B Common Stock or<br>Convertible Common Stock, as applicable, to any Permitted Transferee, or a transfer from a Permitted Transferee to another Permitted Transferee or back to such original holder.
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•	“Permitted Transferee” means (i) any Fund, (ii) any affiliate of the Sponsor, other<br>than the Funds, and (iii) any entity controlled by any of the foregoing.
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•	“Person” means a natural person, corporation, limited liability company, partnership, joint<br>venture, trust, unincorporated association or other legal entity.
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•	“Qualifying Change of Control Transaction” means a merger or consolidation of the Corporation,<br>or any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation as a result of which the Sponsor and/or its affiliates shall no longer control the Corporation; provided that(i) the consideration per share payable in such transaction is equivalent to at least 2.0 times the IPO Price, and (ii) the closing of such transaction occurs on or after the third anniversary of the closing date of the IPO.<br>
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•	“Sponsor” means Arcline Investment Management LP and its founding partners.<br>
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•	“Transfer” of a share of Class B Common Stock or a share of Convertible Common Stock, as<br>applicable, shall mean any direct or indirect sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share (a “transfer”), whether or not<br>for value and whether voluntary or involuntary or by merger, consolidation or by operation of law, including, without limitation, a transfer of a share of Class B Common Stock or a share of Convertible Common Stock, as applicable, to a broker<br>or other nominee (regardless of whether there is a corresponding change in Beneficial Ownership), a transfer of a share of Class B Common Stock or a share of Convertible Common Stock, as applicable, among two or more unaffiliated or unrelated<br>holders, or the transfer of, or entering into a binding agreement with respect to, Voting Control over such share by proxy or otherwise (unless, in each case, otherwise explicitly exempted from the definition of “Transfer” hereunder),<br>provided, however, that the following shall not be considered a “Transfer”: (i) the grant of a proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with actions to be<br>taken at an annual or special meeting of stockholders; (ii) the pledge of shares of Class B Common Stock or shares of Convertible Common Stock, as applicable, by a stockholder that creates a mere security interest in such shares pursuant<br>to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee<br>shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer; (iii) the fact that the spouse of any holder of shares of Class B Common Stock or shares of Convertible Common Stock, as applicable,<br>possesses or obtains an interest in such holder’s shares of Class B Common Stock or shares of Convertible
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<br>Common Stock, as applicable, arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred<br>that constitutes a “Transfer” of such shares of Class B Common Stock or shares of Convertible Common Stock, as applicable,; provided that any transfer of shares by any holder of shares of Class B Common Stock or shares<br>of Convertible Common Stock, as applicable, to such holder’s spouse, including a transfer in connection with a divorce proceeding, domestic relations order or similar legal requirement, shall constitute a “Transfer” of such shares<br>of Class B Common Stock or shares of Convertible Common Stock, as applicable, unless otherwise exempt from the definition of “Transfer”; (iv) entering into a trading plan pursuant to Rule<br>10b5-1 under the Exchange Act with a broker or other nominee where the holder entering into the plan retains Voting Control over the shares; provided, however, that a Transfer of such shares of<br>Class B Common Stock or a share of Convertible Common Stock, as applicable, by such broker or other nominee shall constitute a “Transfer” at the time of such Transfer; or (v) entering into a support, voting, tender or similar<br>agreement, arrangement or understanding (with or without granting a proxy) in connection with a merger or consolidation of the Corporation, or any other transaction having an effect on stockholders substantially similar to that resulting from a<br>merger or consolidation, or taking any actions contemplated thereby; provided that such merger, consolidation or other transaction and such agreement or understanding were approved by the Board of Directors in advance of the entry into such<br>agreement or understanding.
•	“Voting Control” means, with respect to a share of Class B Common Stock or a share of<br>Convertible Common Stock, as applicable, the exclusive power (whether directly or indirectly) to vote or direct the voting of such share of Class B Common Stock or share of Convertible Common Stock, as applicable, by proxy, voting agreement or<br>otherwise.
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Common Stock, as applicable, arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a “Transfer” of such shares of Class B Common Stock or shares of Convertible Common Stock, as applicable,; provided that any transfer of shares by any holder of shares of Class B Common Stock or shares of Convertible Common Stock, as applicable, to such holder’s spouse, including a transfer in connection with a divorce proceeding, domestic relations order or similar legal requirement, shall constitute a “Transfer” of such shares of Class B Common Stock or shares of Convertible Common Stock, as applicable, unless otherwise exempt from the definition of “Transfer”; (iv) entering into a trading plan pursuant to Rule 10b5-1 under the Exchange Act with a broker or other nominee where the holder entering into the plan retains Voting Control over the shares; provided, however, that a Transfer of such shares of Class B Common Stock or a share of Convertible Common Stock, as applicable, by such broker or other nominee shall constitute a “Transfer” at the time of such Transfer; or (v) entering into a support, voting, tender or similar agreement, arrangement or understanding (with or without granting a proxy) in connection with a merger or consolidation of the Corporation, or any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation, or taking any actions contemplated thereby; provided that such merger, consolidation or other transaction and such agreement or understanding were approved by the Board of Directors in advance of the entry into such agreement or understanding.

•

“Voting Control” means, with respect to a share of Class B Common Stock or a share of Convertible Common Stock, as applicable, the exclusive power (whether directly or indirectly) to vote or direct the voting of such share of Class B Common Stock or share of Convertible Common Stock, as applicable, by proxy, voting agreement or otherwise.

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***

This Amended and Restated Certificate of Incorporation of the Corporation shall be effective at 9:00 a.m. (ET) on April 16, 2026 (the “Effective Time”).

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on April 16, 2026.

Arxis, Inc.
By:	/s/ Azad Badakhsh
	Name: Azad Badakhsh
	Title: Chief Financial Officer

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

ARXIS, INC.

Capitalized terms used in these Amended and Restated Bylaws (as the same may be further amended and/or restated from time to time, the “Bylaws”) but not otherwise defined herein shall have the meanings given such terms under the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 16, 2026 (as amended and/or restated from time to time, the “Certificate of Incorporation”).

ARTICLE 1

Offices

Section 1.01*.Registered Office.* The registered office of Arxis, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation.

Section 1.02*. Other Offices.* The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03*.Books.* The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

Meetings of Stockholders

Section 2.01*. Time and Place of Meetings.* All meetings of stockholders shall be held at such place, either within or without the State of Delaware, or at no place (by means of remote communication), on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairperson of the Board of Directors in the absence of a designation by the Board of Directors). The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized under Delaware Law. If no determination is made by the Board of Directors, the place of meeting shall be the principal executive offices of the Corporation.

Section 2.02*. Annual Meetings.* An annual meeting of stockholders shall be held for the election of directors to succeed those whose terms expire and to transact such other business as may properly be brought before the meeting in accordance with these Bylaws.

Section 2.03*. Special Meetings.* Unless otherwise provided by the Certificate of Incorporation, special meetings of the stockholders may be called only by the Board of Directors, the Chairperson of the Board of Directors, the Corporation’s Chief Executive Officer or the holders of a majority of the then-outstanding Class B Common Stock of the Corporation.

Section 2.04*. Notice of Meetings and Adjourned Meetings; Waivers of Notice.*

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by Delaware Law, the Certificate of Incorporation or these Bylaws, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The Board of Directors or the chairperson of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not

be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such adjournment is made or provided in any other manner permitted by Delaware Law. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05*. Quorum.* Unless otherwise provided under the Certificate of Incorporation or these Bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority in voting power of the outstanding capital stock of the Corporation generally entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairperson of the meeting or the holders of a majority in voting power of the capital stock present in person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified.

Section 2.06*. Voting.*

(a) Each stockholder shall be entitled to the number of votes for each outstanding share of capital stock held by such stockholder as set forth in the Certificate of Incorporation. Any share of capital stock held by the Corporation shall have no voting rights. Except as otherwise provided by the Certificate of Incorporation or these Bylaws or required by law, in all matters other than the election of directors, the affirmative vote of a majority of the votes cast on the subject matter by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders. Abstentions and broker non-votes shall not be counted as votes cast. Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, as may be set forth in the certificate of designations for such series of preferred stock, directors shall be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. No proxy shall be voted after three years from its date, unless said proxy provides for a longer period. The authorization of a person to act as proxy may be documented, signed and delivered in accordance with Delaware Law; provided that such authorization shall set forth, or be delivered with, information enabling the Corporation to determine the identity of the stockholder granting such authorization. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

Section 2.07*. Action by Consent.* Except as otherwise provided in the Certificate of Incorporation and subject to the rights of the holders of any series of preferred stock then outstanding, as may be set forth in the certificate of designations for such series of preferred stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting, as the case may be, duly noticed and called in accordance with Delaware Law and may not be taken by written consent of stockholders without a meeting.

Section 2.08*. Organization.* At each meeting of stockholders, the Chairperson of the Board of Directors, if one shall have been elected, or in the Chairperson’s absence or if one shall not have been elected, such other director or officer of the Corporation designated by the Board of Directors, shall act as chairperson of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairperson of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof. The Board of Directors may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board of Directors, the chairperson of a meeting shall have the right and authority to convene and (for any or no reason) to recess and/or to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting.

Section 2.09*. Order of Business.* The order of business at all meetings of stockholders shall be as determined by the chairperson of the meeting or the Board of Directors.

Section 2.10. Nomination of Directors and Proposal of Other Business.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board of Directors or the proposal of other business to be transacted by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any committee thereof duly authorized, (C) as may be provided in the certificate of designations for any series of preferred stock or (D) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in Section 2.10(a)(ii) and at the time of the annual meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.10(a), and, except as otherwise required by law, any failure to comply with these procedures shall result in the nullification of such nomination or proposal. For the avoidance of doubt, the foregoing clause (D) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)).

(ii) For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (D) of Section 2.10(a)(i), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to, or mailed to and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (which prior year’s annual meeting shall, for purposes of the Corporation’s first annual meeting of stockholders following its initial public offering of shares of its Class A Common Stock, be deemed to have occurred on April 1, 2026); provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 90 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by the Corporation. The minimum timeliness requirements of this paragraph shall apply for purposes of determining whether a stockholder’s notice is timely under these Bylaws despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of any meeting, or any announcement thereof, commence

a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

Notwithstanding anything in this Section 2.10 to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting of stockholders is increased effective after the time period for which nominations would otherwise be due under this Section 2.10 and there is no public announcement by the Corporation naming the nominees for the additional directorships or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (which prior year’s annual meeting shall, for purposes of the Corporation’s first annual meeting of stockholders following its initial public offering of shares of its Class A Common Stock, be deemed to have occurred on April 1, 2026), a stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new directorships created by such increase, if it shall be delivered to, and received by, the Secretary at the principal executive offices of the Corporation not later than the 10^th^ day following the day on which such public announcement is first made by the Corporation.

(iii) A stockholder’s notice to the Secretary shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director: (1) the name, age, business address and residence address of such person; (2) the principal occupation or employment of such person; (3) (i) for each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and proof of any such beneficial ownership) by such person and any affiliates or associates (each within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these Bylaws) of such person, including any such shares that such person, or any affiliates or associates of such person, has the right to acquire beneficial ownership of, (ii) the name of each nominee holder of shares of all capital stock of the Corporation owned beneficially (and proof of any such beneficial ownership) but not of record by such person or any affiliates or associates of such person, and the number of such shares of each class or series of capital stock held by each such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of, (iii) any agreement, arrangement, relationship or understanding pursuant to which such person, or any affiliates or associates of such person, has a right to vote any shares of any security of the Corporation, (iv) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for or increase or decrease the voting power of, such person, or any affiliates or associates of such person, with respect to the Corporation’s securities and (v) any direct or indirect interest of such person, or any affiliates or associates of such person, in any employment agreement, collective bargaining agreement or consulting agreement with the Corporation; (4) all information relating to such person, or any affiliates or associates of such person, that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act; (5) all completed and signed questionnaires in the same form as those questionnaires required of the Corporation’s directors (which will be provided to such person within five business days following a written request therefor); (6) a statement that such person has read the Corporation’s corporate governance guidelines and any other Corporation policies and

guidelines applicable to directors (which will be provided to such person within five business days following a written request therefor), and a written agreement from such person to adhere to the foregoing policies and guidelines, as amended from time to time, if he or she is elected as a director; (7) an executed agreement by such person: (i) consenting to serve as a director if elected and (if applicable) to being named in the Corporation’s proxy statement and/or form of proxy relating to the meeting at which directors are to be elected, along with a representation that such person intends to serve a full term as a director if elected, and (ii) that such person is not and will not become a party to (x) any direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any other person or entity other than the Corporation, in each case in connection with candidacy or service as a director of the Corporation (a “Third-Party Compensation Arrangement”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from the stockholder required by this Section 2.10, (y) any agreement, arrangement or understanding, including the amount of any payment or payments received or receivable thereunder, with any other person or entity as to how such person would vote or act on any issue or question as a director (a “Voting Commitment”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from the stockholder required by this Section 2.10 or (z) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; and (8) such other information reasonably requested by the Corporation to determine whether such person is qualified under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation or any law or regulation applicable to the Corporation to serve as a director and/or independent director of the Corporation;

(B) as to any other business that the stockholder proposes to bring before the meeting: (1) a brief description of the business desired to be brought before the meeting; (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment); (3) the reasons for conducting such business; and (4) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: (1) the name and address of such stockholder (as they appear on the Corporation’s books) and any such beneficial owner; (2) a representation as to whether such stockholder or such beneficial owner has complied with all applicable legal requirements in connection with its acquisition of shares or other securities of the Corporation; (3) a written agreement from such stockholder that it is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear at the meeting in person or through a qualified representative (as defined in Section 2.10(c)(ii)) to make such nomination or proposal; (4) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) will not submit any substitute nominations unless they are made within the time periods set forth in this Section 2.10 and the stockholder and the substitute nominees will otherwise comply with this Section 2.10; (5) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) has not, and shall not, nominate a number of nominees (inclusive of substitutes) that exceeds the number of directors to be elected at the annual meeting; and (6) a written agreement that such stockholder (and such beneficial owner) shall (i) update and supplement the notice required by this Section 2.10, if necessary, so that the information provided or required in such notice shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting, and as of the date that is five business days prior to the meeting or any adjournment or

postponement thereof and (ii) deliver such update and supplement so that it is received by the Secretary at the principal executive offices of the Corporation (A) not later than the later of (x) five business days after the record date for determining the stockholders entitled to receive notice of the annual meeting and (y) five business days after the first public announcement of such record date, in the case of any update and supplement required to be made as of the record date, and (B) not later than five business days before the meeting or any adjournment or postponement thereof, in the case of any update and supplement required to be made as of the date that is five business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 2.10 or any other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder’s notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders;

(D) as to each stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, and, if such stockholder or beneficial owner is an entity, each person controlling, controlled by or under common control with such stockholder or beneficial owner (each such person or entity contemplated by this clause (D), a “Proposing Person”): (1) for each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and proof of any such beneficial ownership) by such Proposing Person, or any associates (within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these Bylaws) of such Proposing Person, including any such shares that such Proposing Person, or any associates of such Proposing Person, has the right to acquire beneficial ownership of; (2) the name of each nominee holder of each class or series of capital stock of the Corporation that are owned beneficially (and proof of any such beneficial ownership) but not of record by such Proposing Person, or any associates of such Proposing Person, and the number of such shares of each class or series of capital stock of the Corporation held by each such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of; (3) a description of any agreement, arrangement, relationship or understanding pursuant to which such Proposing Person, or any associates of such Proposing Person, has a right to vote any shares of any security of the Corporation; (4) a description of any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation; (5) a description of (i) any plans or proposals which any such Proposing Person may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and (ii) any agreement, arrangement or understanding (including the identity of the parties thereto) with respect to the nomination or other business between or among such Proposing Parties and any other parties, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable), in each case as of the date the notice required by this Section 2.10 is delivered to the Corporation by the stockholder, or beneficial owner in such business, if any, presenting the nomination or other proposal; (6) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for or increase or decrease the

voting power of, such Proposing Person, or any associates of such Proposing Person, with respect to the Corporation’s securities; (7) a written representation as to whether any Proposing Person, or any other participant as defined in Item 4 of Schedule 14A under the Exchange Act, will engage in a solicitation with respect to such nomination or other business and, if so, whether such solicitation will be conducted as an exempt solicitation under Rule 14a-2(b) of the Exchange Act, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and (x) in the case of a proposal of business other than nominations, whether such person or group intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal, (y) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, confirming that such person or group will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and/or form of proxy to holders of at least 67% of the voting power of the Corporation’s capital stock entitled to vote generally in the election of directors and/or (z) whether such person or group intends to otherwise solicit proxies or votes from holders in support of such proposal or nomination (for purposes of this clause (7), the term “holders” shall include, in addition to stockholders of record, any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act); (8) a representation that promptly after any Proposing Person solicits the holders of the Corporation’s stock referred to in the representation required under the preceding clause, and in any event no later than five business days before the applicable meeting, such Proposing Person will provide the Corporation with reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting in good faith), which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and/or form of proxy to holders of such percentage of the Corporation’s stock; (9) any direct or indirect interest of such Proposing Person, or any associates of such Proposing Person, in any contract (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) with the Corporation, or any affiliate of the Corporation; (10) any other information relating to such Proposing Person, or any associates of such Proposing Person, or proposed business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee or proposal pursuant to Section 14 of the Exchange Act; and (11) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action.

(b) Special Meetings of Stockholders. If the election of directors is included as business to be brought before a special meeting in the Corporation’s notice of meeting, then nominations of persons for election to the Board of Directors at a special meeting of stockholders may be made by any stockholder who is a stockholder of record at the time of giving of notice provided for in this Section 2.10(b) and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.10(b); provided,however, that the number of nominees a stockholder may nominate for election at the special meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this Section 2.10(b), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) not earlier than 120 days prior to the date of the special meeting nor (ii) later than the later of 90 days prior to the date of the special meeting and the 10th day following the day on which public announcement of the date of the special meeting was first made by the Corporation. A stockholder’s

notice to the Secretary shall comply with the notice requirements of Section 2.10(a)(iii). The minimum timeliness requirements of this paragraph shall apply for purposes of determining whether a stockholder’s notice is timely under these Bylaws despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of a special meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such notice of a stockholder shall include the same information, representations, certifications and agreements that would be required if the stockholder were to make a nomination in connection with an annual meeting of stockholders pursuant to the preceding provisions of this Section 2.10, and such stockholder shall be obligated to provide the same supplemental or additional information in connection with a special meeting of stockholders as required pursuant to the preceding provisions of this Section 2.10 in connection with an annual meeting of stockholders.

(i) No person shall be eligible to be nominated by a stockholder to be elected or reelected at any meeting of stockholders to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.10. No business proposed by a stockholder shall be conducted at a stockholder meeting except in accordance with this Section 2.10.

(ii) Without limiting any remedy available to the Corporation, and unless otherwise determined by the Board of Directors, the Chairperson of the Board of Directors, or the chairperson of the meeting, a stockholder may not present nominations for director or business proposals at an annual or special meeting of stockholders (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding proxies or votes may have been solicited and/or received with respect thereto, if such stockholder, any beneficial owner, any Proposing Person or any nominee or substitute nominee for director: (A) acted contrary to any representation, statement, certification or agreement required by the applicable provisions of these Bylaws; (B) otherwise failed to comply with these Bylaws or with any law, rule or regulation identified in these Bylaws, including all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.10; or (C) provided information to the Corporation (whether required by these Bylaws or otherwise) that is false, misleading, inaccurate or incomplete in any material respect. The Board of Directors, the Chairperson of the Board of Directors or the chairperson of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws or that business was not properly brought before the meeting, and if he/she should so determine, he/she shall so declare to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation and counted for purposes of determining a quorum. For purposes of this Section 2.10, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any Proposing Person (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)) with respect to any proposed nominee for election as a director of the Corporation and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)), such Proposing Person, shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(iii) Compliance with Section 2.10(a) and Section 2.10(b) shall be the exclusive means for a stockholder to make nominations or submit other business (other than as provided in Section 2.10(c)(iv)).

(iv) Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Section 2.10 shall be deemed satisfied by a stockholder if such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8 under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the meeting of stockholders.

(v) Any stockholder directly or indirectly soliciting proxies from other stockholders in connection with any annual or special meeting of stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by or on behalf of the Board of Directors.

(vi) For purposes of these Bylaws, “business day” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York; and “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day.

Section 2.11*. Delivery to the Corporation.* Whenever Section 2.10 requires one or more persons (including a record or beneficial owner of capital stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), except as otherwise requested or consented to by the Corporation, such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

ARTICLE 3

Directors

Section 3.01*. Number, Election and Term of Office.* The total number of directors constituting the Board of Directors shall be fixed by or in the manner provided in the Certificate of Incorporation. Directors shall be elected by the stockholders at the annual meeting, and the term of each director so elected shall be as set forth in the Certificate of Incorporation. Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Directors need not be stockholders.

Section 3.02*. Quorum and Manner of Acting.* Except as otherwise provided in the Certificate of Incorporation or these Bylaws or required by law, a majority of directors constituting the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting of the Board of Directors is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.03*. Time and Place of Meetings.* The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairperson of the Board of Directors in the absence of a determination by the Board of Directors).

Section 3.04*. Annual Meeting.* The Board of Directors may meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place, if any, either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.06 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.05. Regular Meetings. Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board of Directors. After the place, if any, and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.06*. Special Meetings.* Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors or the Corporation’s Chief Executive Officer and shall be called by the Chairperson of the Board of Directors, the Corporation’s Chief Executive Officer or the Secretary on the written request of any director. Notice of special meetings of the Board of Directors shall be given to each director by written notice, electronic transmission or orally (in person or by telephone) at least 24 hours before the scheduled start of the meeting. A director may waive notice of a special meeting, which waiver may be given before, at or after the meeting. Attendance by a director at a special meeting is waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and thereafter does not participate in the meeting.

Section 3.07*. Committees.*The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters:

(a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.08*. Action by Consent.* Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission. A consent may be documented, signed and delivered in any manner permitted by Delaware Law. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee, in the same paper or electronic form as the minutes are maintained.

Section 3.09*. Remote Meetings.*Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.10*. Resignation.* Any director may resign from the Board of Directors at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.11*.Vacancies.* Except as otherwise provided in the Certificate of Incorporation or required by law, vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office or otherwise of a director or directors and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Certificate of Incorporation.

Section 3.12*. Removal.* Directors of the Corporation may be removed from office in the manner provided in the Certificate of Incorporation and applicable law.

Section 3.13*. Compensation.* Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE 4

Officers

Section 4.01*. Principal Officers.* The principal officers of the Corporation shall be appointed by the Board of Directors and may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers as the Board of Directors may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02*. Appointment, Term of Office and Remuneration.*The principal officers of the Corporation shall be appointed by the Board of Directors in the manner determined by the Board of Directors. Each such officer shall hold office for such period as the Board of Directors may from time to time determine and until his or her successor is appointed, or until his or her earlier death, resignation, retirement, disqualification or removal from office. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03*. Subordinate Officers.* In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04*. Removal.* Any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors or, with respect to any subordinate officer appointed pursuant to Section 4.03, by any principal officer to whom the Board of Directors has delegated the power to remove such officer.

Section 4.05*. Resignations.* Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06*. Powers and Duties.* The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

ARTICLE 5

CAPITAL STOCK

Section 5.01*. Certificates for Stock; Uncertificated Shares.* The shares of the Corporation shall be in book-entry, uncertificated form; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares or a combination of certificated and uncertificated shares. Except as otherwise required by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Corporation by any two authorized officers of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02. Lost Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it that is alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.03*. Transfer of Shares.* Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.

Section 5.04*. Authority for Additional Rules Regarding Transfer.* Subject to any limitations under Delaware Law, the Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates bond in such amount and in such form as they may deem expedient to indemnify the Corporation, and/or the transfer agents and/or the registrars of its stock against any claims arising in connection therewith.

ARTICLE 6

General Provisions

Section 6.01*. Fixing the Record Date.*

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may in its sole discretion or as required by law fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall fix the same date or an earlier date as the record date for stockholders entitled to notice of such adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.02*. Dividends.* Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

Section 6.03*. Year.* The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 6.04*. Corporate Seal.* The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 6.05*. Voting of Stock Owned by the Corporation.* The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock.

Section 6.06*. Amendments.* The Board of Directors shall have the power to adopt, amend or repeal, in whole or in part, these Bylaws without the assent or vote of the stockholders in any manner not inconsistent with Delaware Law or the Certificate of Incorporation. Except as otherwise provided by the Certificate of Incorporation, the stockholders may adopt, amend or repeal, in whole or in part, these Bylaws only with the affirmative vote of the holders of not less than 75% of the voting power of all outstanding securities of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

EX-10.1

Exhibit 10.1

REORGANIZATION AGREEMENT

This REORGANIZATION AGREEMENT (this “Agreement”), dated as of April 16, 2026, is entered into by and among (a) Arcline Double Eagle Master Fund-A LP, a Delaware limited partnership (the “Company”); (b) Arcline Ovation Aggregator, LP, a Delaware limited partnership (“OvationAggregator”); (c) Arcline Double Eagle HoldCo LP – Ovation Series, a Delaware limited partnership (“Ovation HoldCo”); (d) Engineered Components Pledgor Series LP – Ovation Series, a Delaware limited partnership (“Ovation Pledgor”); (e) Engineered Components Borrower Series LP – Ovation Series, a Delaware limited partnership (“Ovation Borrower); (f) Ovation TopCo, LP, a Delaware limited partnership (“Ovation TopCo”); (g) Ovation IntermediateCo, LLC, a Delaware limited liability company (“Ovation IntermediateCo”), (h) Engineered Components Borrower Series LP – Hawkeye Series, a Delaware limited partnership (“Hawkeye Borrower”); (i) Engineered Components Pledgor Series LP – Hawkeye Series, a Delaware limited partnership (“Hawkeye Pledgor”); (j) Arcline Double Eagle HoldCo LP – Hawkeye Series, a Delaware limited partnership (“Hawkeye HoldCo”); (k) Arcline Hawkeye Aggregator, LP, a Delaware limited partnership (“Hawkeye Aggregator”); (l) Arcline Hawkeye Blocker, Inc., a Delaware corporation (“Hawkeye Blocker”); (m) Arcline Engineered Polymer Topco L.P., a Delaware limited partnership (“Engineered Polymer Topco”); (n) Hawkeye TopCo, LP, a Delaware limited partnership (“HawkeyeTopCo”); (o) Connector TopCo, LP, a Delaware limited partnership (“Connector TopCo”), (p) Hawkeye ManagementCo, LLC, a Delaware limited liability company (“Hawkeye ManagementCo”), (q) Ovation ManagementCo, LLC, a Delaware limited liability company (“Ovation ManagementCo”), (r) Connector ManagementCo, LLC, a Delaware limited liability company (“Connector ManagementCo”), (s) Engineered Polymer Merger Sub, LLC, a Delaware limited liability company (“Engineered Polymer Merger Sub”), (t) Hawkeye Merger Subsidiary, LLC, a Delaware limited liability company (“Hawkeye Merger Subsidiary”), (u) Ovation Merger Sub, LLC, a Delaware limited liability company (“Ovation Merger Sub”), (v) Connector Merger Sub, LLC, a Delaware limited liability company (“Connector Merger Sub”), (w) Arxis Merger Sub, Inc., a Delaware corporation (“Arxis Merger Sub”) and (x) Arxis, Inc., a Delaware corporation (“Pubco” and, together with the Company, Ovation Aggregator, Ovation HoldCo, Ovation Pledgor, Ovation Borrower, Ovation TopCo, Ovation IntermediateCo, Hawkeye Borrower, Hawkeye Pledgor, Hawkeye HoldCo, Hawkeye Aggregator, Hawkeye Blocker, Engineered Polymer Topco, Hawkeye TopCo, Connector TopCo, Hawkeye ManagementCo, Ovation ManagementCo, Connector ManagementCo, Engineered Polymer Merger Sub, Hawkeye Merger Subsidiary, Ovation Merger Sub, Connector Merger Sub and Arxis Merger Sub, the “Parties”).

RECITALS:

WHEREAS, the Board of Directors of Pubco (the “Board”) has determined to effect an underwritten initial public offering (the “IPO”) of Pubco’s Class A Common Stock (as defined below); and

WHEREAS, the parties hereto desire to enter into the Reorganization Documents (as defined below) and effect the other Reorganization Transactions (as defined below) in a manner substantially consistent with the steps plan attached as Exhibit A (the “Reorganization Plan”) to facilitate completion of, or otherwise in connection with, the IPO.

OPERATIVE TERMS:

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Certain Defined Terms. As used herein, the following terms shall have the following meanings:

(a) “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

(b) “Class A Common Stock” means the Class A common stock, par value $0.01 per share, of Pubco, having the rights set forth in the Amended and Restated Certificate of Incorporation.

(d) “IPO Closing Date” means the date of the IPO Closing.

(e) “Person” means any individual, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity.

(f) “Precision Products Interests” means certain equity interests representing a 100% ownership interest in Precision Products Holdings, Inc., a Delaware corporation.

(g) “Reorganization Documents” means each of the documents attached as an exhibit hereto and all other agreements and documents entered into in connection with the Reorganization Transactions.

(h) “S&PP Interests” means the Precision Products Interests together with the Structures Holdings Interests.

(i) “Structures Holdings Interests” means certain equity interests representing a 100% ownership interest in Structures Holdings, Inc., a Delaware corporation.

Section 1.2. Terms Defined Elsewhere in this Agreement. Other capitalized terms used in this Agreement are defined elsewhere in this Agreement, as specified below:

Term	Section
Agreement	Preamble
Amended and Restated Bylaws	2.1(b)(i)(B)
Amended and Restated Certificate of Incorporation	2.1(b)(i)(A)
Arxis Merger Sub	Preamble

Term	Section
Board	Recitals
Company	Preamble
Connector ManagementCo	Preamble
Connector Merger Agreement	2.1(b)(xii)(D)
Connector Merger Sub	Preamble
Connector TopCo	Preamble
Connector TopCo Certificate of Conversion	2.1(b)(xiii)(D)
Engineered Polymer Merger Agreement	2.1(b)(xii)(A)
Engineered Polymer Merger Sub	Preamble
Engineered Polymer Topco	Preamble
Engineered Polymer Topco Certificate of Conversion	2.1(b)(xiii)(A)
Hawkeye Aggregator	Preamble
Hawkeye Blocker	Preamble
Hawkeye Blocker Merger Agreement	2.1(b)(xiv)
Hawkeye Borrower	Preamble
Hawkeye Borrower Distribution	2.1(b)(vii)
Hawkeye HoldCo	Preamble
Hawkeye HoldCo Distribution	2.1(b)(ix)
Hawkeye ManagementCo	Preamble
Hawkeye Merger Agreement	2.1(b)(xii)(B)
Hawkeye Merger Subsidiary	Preamble
Hawkeye Pledgor	Preamble
Hawkeye Pledgor Distribution	2.1(b)(viii)
Hawkeye TopCo	Preamble
Hawkeye TopCo Certificate of Conversion	2.1(b)(xiii)(B)
Hawkeye TopCo Interests	2.1(b)(vii)
IntermediateCo Distribution	2.1(b)(i)
IPO	Recitals
Ovation Aggregator	Preamble
Ovation Borrower	Preamble
Ovation Borrower Distribution	2.1(b)(iv)
Ovation HoldCo	Preamble
Ovation IntermediateCo	Preamble
Ovation ManagementCo	Preamble
Ovation Merger Agreement	2.1(b)(xii)(C)
Ovation Merger Sub	Preamble
Ovation Pledgor	Preamble
Ovation Pledgor Distribution	2.1(b)(v)
Ovation TopCo	Preamble
Ovation TopCo Certificate of Conversion	2.1(b)(xiii)(C)
Ovation TopCo Distribution	2.1(b)(iii)
Parties	Preamble
Pubco	Preamble
Pubco Merger Agreement	2.1(b)(xv)
Reorganization Transaction	2.1

Section 1.3. Other Definitional and InterpretativeProvisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE II

REORGANIZATION TRANSACTIONS

Section 2.1. Reorganization Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1, or cause such actions to take place (each, a “Reorganization Transaction” **** and, collectively, the **** “Reorganization Transactions”) in a manner substantially consistent with the Reorganization Plan:

(a) At least one Business Day prior to the IPO Closing Date, Pubco shall form Engineered Polymer Merger Sub, Hawkeye Merger Subsidiary, Ovation Merger Sub, Connector Merger Sub and Arxis Merger Sub.

(b) At least one day prior to the IPO Closing Date, the applicable parties shall take the actions set forth below (or cause such actions to take place), which shall, in each case, be effective in the following order (except as set forth below):

(i) Pubco Organizational Document Amendments: The following actions shall be effected simultaneously:

(A) Pubco shall adopt and file with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation of Pubco, in substantially the form attached hereto as Exhibit B (the “Amended and Restated Certificate of **** Incorporation”), with such changes or modifications as approved by the Board.

(B) Pubco shall adopt Amended and Restated Bylaws of Pubco in substantially the form attached hereto as Exhibit C (the “Amended and Restated Bylaws”), with such changes or modifications as approved by the Board.

(ii) Ovation IntermediateCo Distribution. Ovation IntermediateCo shall distribute the S&PP Interests to Ovation TopCo (the “IntermediateCo Distribution”).

(iii) Ovation TopCo Distribution. Immediately after giving effect to the IntermediateCo Distribution, Ovation TopCo shall distribute the S&PP Interests to Ovation Borrower (the “Ovation TopCo Distribution”).

(iv) Ovation Borrower Distribution. Immediately after giving effect to the Ovation TopCo Distribution, Ovation Borrower shall distribute the S&PP Interests to Ovation Pledgor (the “Ovation Borrower Distribution”).

(v) Ovation Pledgor Distribution. Immediately after giving effect to the Ovation Borrower Distribution, Ovation Pledgor shall distribute the S&PP Interests to Ovation HoldCo (the “Ovation Pledgor Distribution”).

(vi) Ovation HoldCo Distribution. **** Immediately after giving effect to the Ovation Pledgor Distribution, Ovation HoldCo shall distribute the S&PP Interests to Ovation Aggregator.

(vii) Hawkeye Borrower Distribution. Hawkeye Borrower shall distribute 18,358,032 Class A-1 Units of Hawkeye Topco (such units, the “Hawkeye TopCo Interests”) to Hawkeye Pledgor (the “Hawkeye BorrowerDistribution”).

(viii) Hawkeye Pledgor Distribution. Immediately after giving effect to the Hawkeye Borrower Distribution, Hawkeye Pledgor shall distribute the Hawkeye TopCo interests to Hawkeye HoldCo (the “Hawkeye Pledgor Distribution”).

(ix) Hawkeye HoldCo Distribution. Immediately after giving effect to the Hawkeye Pledgor Distribution, Hawkeye HoldCo shall distribute the Hawkeye TopCo Interests to Hawkeye Aggregator (the “Hawkeye HoldCo Distribution”).

(x) Hawkeye Aggregator Distribution. Immediately after giving effect to the Hawkeye HoldCo Distribution, Hawkeye Aggregator shall distribute the Hawkeye TopCo Interests to Hawkeye Blocker in complete redemption of Hawkeye Blocker’s Interest in Hawkeye Aggregator.

(xi) ManagementCo Dissolutions. The following dissolutions shall be effected simultaneously:

(A) Hawkeye Liquidation. Hawkeye ManagementCo shall (a) liquidate and distribute the Class A Units and Class B Units (each as defined in Hawkeye ManagementCo’s Limited Liability Company Agreement) it holds to its unitholders on a pro rata basis in accordance with Section 4.1 of its Limited Liability Company Agreement and (b) dissolve and wind up its affairs.

(B) Ovation Distribution. Ovation ManagementCo shall (a) liquidate and distribute the Class A Units and Class B Units (each as defined in Ovation ManagementCo’s Amended and Restated Limited Liability Company Agreement) it holds to its unitholders on a pro rata basis in accordance with Section 4.1 of its Limited Liability Company Agreement and (b) dissolve and wind up its affairs.

(C) Connector Distribution. Connector ManagementCo shall liquidate and distribute the Class A Units and Class B Units (each as defined in Connector ManagementCo’s Limited Liability Company Agreement) it holds to its unitholders on a pro rata basis in accordance with Section 4.1 of its Limited Liability Company Agreement and (b) dissolve and wind up its affairs.

(xii) MergerSub Entities Mergers. The following mergers shall be effected simultaneously:

(A) Engineered Polymer Merger. Engineered Polymer Merger Sub, Pubco and Engineered Polymer Topco shall enter into a merger agreement in substantially the form attached hereto as Exhibit D (the “Engineered Polymer Merger Agreement”), pursuant to which Engineered Polymer Merger Sub shall merge with and into Engineered Polymer Topco, with Engineered Polymer Topco surviving as a wholly owned subsidiary of Pubco (the “Engineered Polymer Merger”).

(B) Hawkeye Merger. Hawkeye Merger Subsidiary, Pubco and Hawkeye TopCo shall enter into a merger agreement in substantially the form attached hereto as Exhibit E (the “Hawkeye Merger Agreement”), pursuant to which, Hawkeye Merger Subsidiary shall merge with and into Hawkeye TopCo, with Hawkeye TopCo surviving as a wholly owned subsidiary of Pubco (the “Hawkeye Merger”).

(C) Ovation Merger. Ovation Merger Sub, Pubco and Ovation TopCo shall enter into a merger agreement in substantially the form attached hereto as Exhibit F (the “Ovation Merger Agreement”), pursuant to which, Ovation Merger Sub shall merge with and into Ovation TopCo, with Ovation TopCo surviving as a wholly owned subsidiary of Pubco (the “Ovation Merger”).

(D) Connector Merger. Connector Merger Sub, Pubco and Connector TopCo shall enter into a merger agreement in substantially the form attached hereto as Exhibit G (the “Connector Merger Agreement”), pursuant to which, Connector Merger Sub shall merge with and into Connector TopCo, with Connector TopCo surviving as a wholly owned subsidiary of Pubco (the “Connector Merger”).

(xiii) LP to LLCConversions. The following conversions from a Delaware limited partnership to a Delaware limited liability company shall be effected simultaneously:

(A) Engineered Polymer Topco Conversion. Engineered Polymer Topco shall file a certificate of conversion with the Delaware Secretary of State in substantially the form attached hereto as Exhibit H (the “Engineered Polymer Topco Certificate of Conversion”), pursuant to which Engineered Polymer Topco shall convert from a Delaware limited partnership to a Delaware limited liability company.

(B) Hawkeye TopCo Conversion. Hawkeye TopCo shall file a certificate of conversion with the Delaware Secretary of State in substantially the form attached hereto as Exhibit I (the “Hawkeye TopCo Certificate of Conversion”), pursuant to which Hawkeye TopCo shall convert from a Delaware limited partnership to a Delaware limited liability company.

(C) Ovation TopCo Conversion. Ovation TopCo shall file a certificate of conversion with the Delaware Secretary of State in substantially the form attached hereto as Exhibit J (the “Ovation TopCo Certificate of Conversion”), pursuant to which Ovation TopCo shall convert from a Delaware limited partnership to a Delaware limited liability company.

(D) Connector TopCo Conversion. Connector TopCo shall file a certificate of conversion with the Delaware Secretary of State in substantially the form attached hereto as Exhibit K (the “Connector TopCo Certificate of Conversion”), pursuant to which Connector TopCo shall convert from a Delaware limited partnership to a Delaware limited liability company.

(xiv) Hawkeye Blocker Merger 1. Hawkeye Blocker, Pubco and Arxis Merger Sub shall enter into a merger agreement in substantially the form attached hereto as Exhibit L (the “Hawkeye Blocker Merger Agreement”), pursuant to which Arxis Merger Sub shall merge with and into Hawkeye Blocker, with Hawkeye Blocker surviving as a wholly owned subsidiary of Pubco (“Hawkeye Blocker Merger 1”).

(xv) Hawkeye Blocker Merger 2. Hawkeye Blocker and Pubco shall enter into a merger agreement in substantially the form attached hereto as Exhibit M (the “Pubco Merger Agreement”), pursuant to which Hawkeye Blocker will merge with and into Pubco (“Hawkeye Blocker Merger 2” and, together with Hawkeye Blocker Merger 1, the “Hawkeye Blocker Mergers”).

Section 2.2. Consent and Approvalof the Parties

(a) By executing this Agreement, each Party, on behalf of itself and in its capacity as a general partner, limited partner, manager or member of any other Party, hereby provides any and all consents, approvals and waivers that may be necessary or advisable under the applicable limited partnership agreement, limited liability company agreement or any other organizational documents of any Party to effect the Reorganization Transactions and authorizes the representatives of such party to take any and all actions necessary or advisable in connection therewith, including the execution and delivery of counterparts to all applicable documents on behalf of such Party, and ratifies and affirms any such actions taken on or prior to the IPO Closing Date. Each of the parties hereto shall take all action necessary or appropriate in order to effect, or cause to be effected, to the extent within its control, each of the Reorganization Transactions; provided, that nothing herein requires Pubco or the Company to consummate the IPO.

Section 2.3. No Liabilities in Event of Termination; Certain Covenants.

(a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve (12) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3 and Article 4 and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement.

(b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each party hereto hereby represents and warrants to all of the other parties hereto as follows:

Section 3.1. The execution, delivery and performance by such party of this Agreement and of the applicable Reorganization Documents, to the extent a party thereto, has been duly authorized by all necessary action. If such party is not an individual, such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation.

Section 3.2. Such party has the requisite power, authority and legal right to execute and deliver this Agreement and each of the applicable Reorganization Documents, to the extent a party thereto, and to consummate the transactions contemplated hereby and thereby, as the case may be.

Section 3.3. This Agreement and each of the Reorganization Documents to which it is a party has been (or when executed will be) duly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) an implied covenant of good faith and fair dealing.

Section 3.4. Neither the execution, delivery and performance by such party of this Agreement and the applicable Reorganization Documents, to the extent a party thereto, nor the consummation by such party of the transactions contemplated hereby or thereby, nor compliance by such party with the terms and provisions hereof or thereof, will, directly or indirectly (with or without notice or lapse of time or both), (i) if such party is not an individual, contravene or conflict with, or result in a breach or termination of, or constitute a default under (or with notice or lapse of time or both, result in the breach or termination of or constitute a default under) the organizational documents of such party, (ii) constitute a violation by such party of any existing requirement of law applicable to such party or any of its properties, rights or assets or (iii) require the consent or approval of any Person, except, in the case of clauses (ii) and (iii), as would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.1. Amendments and Waivers. This Agreement may be modified, amended or waived only with the written approval of Pubco (as approved by the Board). All parties to this Agreement shall be bound by any modification, amendment or waiver effected in accordance with this Section 4.1, whether or not such party has consented thereto. Notwithstanding anything to the contrary in this Section 4.1, nothing in this Section 4.1 shall be deemed to contradict the provisions of Section 2.3.

Section 4.2. Further Assurances. Each of the parties hereto hereby covenants and agrees on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement.

Section 4.3. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, together with the Reorganization Documents, embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

Section 4.4. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.

Section 4.5. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or the Court of Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Section 4.6. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.7. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 4.8. Enforcement. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

Section 4.9. Counterparts; FacsimileSignatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile, e-mail or .pdf format signature(s).

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

ARCLINE DOUBLE EAGLE MASTER FUND-A LP, a Delaware limited partnership
By: Arcline Capital Partners III GP LP, its general partner
By: Arcline Holdings LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ARCLINE OVATION AGGREGATOR, LP, a Delaware limited partnership
By: Arcline Capital Partners II GP LP and Arcline Capital Partners III GP LP, its general partners
By: Arcline Holdings LLC, their general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ARCLINE DOUBLE EAGLE HOLDCO LP – OVATION SERIES, a Delaware limited partnership
By: Arcline Capital Partners III GP LP, its general partner
By: Arcline Holdings LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President

[Signature Page toReorganization Agreement]

ENGINEERED COMPONENTS PLEDGOR SERIES LP – OVATION SERIES, a Delaware limited partnership
By: Engineered Components GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ENGINEERED COMPONENTS BORROWER SERIES LP – OVATION SERIES, a Delaware limited partnership
By: Engineered Components GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
OVATION TOPCO, LP, a Delaware limited partnership
By: Ovation TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
OVATION INTERMEDIATECO, LLC, a Delaware limited liability company
By: Ovation TopCo, LP, its sole member
By: Ovation TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President

[Signature Page toReorganization Agreement]

ENGINEERED COMPONENTS BORROWER SERIES LP – HAWKEYE SERIES, a Delaware limited partnership
By: Engineered Components GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ENGINEERED COMPONENTS PLEDGOR SERIES LP – HAWKEYE SERIES, a Delaware limited partnership
By: Engineered Components GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ARCLINE DOUBLE EAGLE HOLDCO LP – HAWKEYE SERIES, a Delaware limited partnership
By: Arcline Capital Partners III GP LP, its general partner
By: Arcline Holdings LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ARCLINE HAWKEYE AGGREGATOR, LP, a Delaware limited partnership
By: Arcline Capital Partners GP LP, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President

[Signature Page toReorganization Agreement]

ARCLINE HAWKEYE BLOCKER, INC., a Delaware corporation
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ARCLINE ENGINEERED POLYMER TOPCO L.P., a Delaware limited partnership
---	---
By: Arcline Engineered Polymer Topco GP LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
HAWKEYE TOPCO, LP, a Delaware limited partnership
---	---
By: Hawkeye TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
CONNECTOR TOPCO, LP, a Delaware limited partnership
---	---
By: Connector TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President

[Signature Page toReorganization Agreement]

HAWKEYE MANAGEMENTCO, LLC, a Delaware limited liability company
By: Hawkeye TopCo, LP, its manager
By: Hawkeye TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
OVATION MANAGEMENTCO, LLC, a Delaware limited liability company
---	---
By: Ovation TopCo, LP, its manager
By: Ovation TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
CONNECTOR MANAGEMENTCO, LLC, a Delaware limited liability company
By: Connector TopCo, LP, its manager
By: Connector TopCo GP, LLC, its general partner
By:	/s/ Shyam Ravindran
Name: Shyam Ravindran
Title: President
ENGINEERED POLYMER MERGER SUB, LLC, a Delaware limited liability company
By: Arxis, Inc., its sole member
By:	/s/ Kevin Perhamus
Name: Kevin Perhamus
Title: President and Chief Executive Officer

[Signature Page toReorganization Agreement]

HAWKEYE MERGER SUBSIDIARY, LLC, a Delaware limited liability company
By: Arxis, Inc., its sole member
By:	/s/ Kevin Perhamus
Name: Kevin Perhamus
Title: President and Chief Executive Officer
OVATION MERGER SUB, LLC, a Delaware limited liability company
By: Arxis, Inc., its sole member
By:	/s/ Kevin Perhamus
Name: Kevin Perhamus
Title: President and Chief Executive Officer
CONNECTOR MERGER SUB, LLC, a Delaware limited liability company
By: Arxis, Inc., its sole member
By:	/s/ Kevin Perhamus
Name: Kevin Perhamus
Title: President and Chief Executive Officer
ARXIS MERGER SUB, INC., a Delaware corporation
By:	/s/ Kevin Perhamus
Name: Kevin Perhamus
Title: President and Chief Executive Officer
ARXIS, INC., a Delaware corporation
By:	/s/ Kevin Perhamus
Name: Kevin Perhamus
Title: President and Chief Executive Officer

[Signature Page toReorganization Agreement]

Exhibit A

Reorganization Plan

[Attached.]

Exhibit B

Amended and Restated Certification of Incorporation

[Attached.]

Exhibit C

Amended and Restated Bylaws

[Attached.]

Exhibit D

Engineered Polymer Merger Agreement

[Attached.]

Exhibit E

Hawkeye Merger Agreement

[Attached.]

Exhibit F

Ovation Merger Agreement

[Attached.]

Exhibit G

Connector Merger Agreement

[Attached.]

Exhibit H

Engineered Polymer Topco Certificate of Conversion

[Attached.]

Exhibit I

Hawkeye TopCo Certificate of Conversion

[Attached.]

Exhibit J

Ovation TopCo Certificate of Conversion

[Attached.]

Exhibit K

Connector TopCo Certificate of Conversion

[Attached.]

Exhibit L

Hawkeye Blocker Merger Agreement

[Attached.]

Exhibit M

Pubco Merger Agreement

[Attached.]

EX-10.2

Exhibit 10.2

STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of April 16, 2026 by and among Arxis, Inc., a Delaware corporation (the “Company”), the Sponsor (as defined below) and each of the Sponsor Investors (as defined below) from time to time party hereto (collectively, together with the Sponsor, the “Sponsor Parties”).

WHEREAS, in connection with the Company’s initial public offering of its Class A Common Stock (as defined below), the Company and the Sponsor Parties to wish to set forth certain understandings between such parties, including with respect to certain governance matters.

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1

INTRODUCTORY MATTERS

Section 1.01. Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein:

“Affiliate,” with respect to a specified Person, means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.

“Agreement” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“Beneficially Owned” (including the terms “Beneficial Ownership” and “Beneficially Owns”) has such meaning as is set forth in Rule 13d-3 of the Exchange Act (as defined below) in effect as of the date of this Agreement.

“Board of Directors” means the Company’s board of directors.

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“Bylaws” means the Company’s amended and restated bylaws, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Certificate of Incorporation” means the Company’s amended and restated certificate of incorporation, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Change of Control” means the occurrence of any of the following: (a) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act (other than the Sponsor and its Affiliates), is or becomes the Beneficial Owner, directly or indirectly, of capital stock of the Company representing more than 50% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors; (b) a merger or consolidation of the Company with any other corporation or other entity and, immediately after the consummation or as a result of such transaction, either (i) the members of the Board of Directors immediately prior to the merger or consolidation do not constitute at least a majority of the members of the board of directors of the company surviving the merger, or if the surviving company is a subsidiary, the ultimate parent thereof, or (ii) the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the total voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation, or if the surviving company is a subsidiary, the ultimate parent thereof; (c) a sale of all or substantially all of the assets of the Company to another Person, other than such sale by the Company of all or substantially all of the Company’s assets to an entity at least 50% of the total voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as

their ownership of the Company immediately prior to such sale; or (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, except with respect to clause (b)(i) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the stockholders of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

“Class A Common Stock” means the Company’s Class A common stock, par value $0.01 per share.

“Class B Common Stock” means the Company’s Class B common stock, par value $0.01 per share.

“Class C Common Stock” means the Company’s Class C common stock, par value $0.01 per share.

“Convertible Common Stock” means the Company’s convertible common stock, par value $0.01 per share.

“Closing Date” means the initial closing date of the Company’s initial public offering of its Class A Common Stock.

“Common Stock” means collectively, Class A Common Stock, Class B Common Stock and Class C Common Stock.

“Company” has the meaning set forth in the Preamble.

“Confidential Information” means any information concerning the Company or its subsidiaries that is furnished after the date of this Agreement by or on behalf of the Company or its representatives to a Sponsor Party or its designated representatives, together with any notes, analyses, reports, models, compilations, studies, documents, records or extracts thereof containing, based upon or derived from such information, in whole or in part; provided, however, that Confidential Information does not include information (a) that is or has become publicly available other than as a result of disclosure by a Sponsor Party or its designated representatives in violation of this Agreement, (b) that was already known to a Sponsor Party or its designated representatives or was in the possession of a Sponsor Party or its designated representatives prior to its being furnished by or on behalf of the Company or its representatives, (c) that is received by a Sponsor Party or its designated representatives from a source other than the Company or its representatives, provided that the source of such information was not actually known by such Sponsor Party or designated representative to be bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company, (d) that was independently developed or acquired by a Sponsor Party or its designated representatives or on its or their behalf without the violation of the terms of this Agreement or (e) that a Sponsor Party or its designated representatives is required, in the good faith determination of such Sponsor Party or designated representative, to disclose by applicable law, regulation or legal process, provided that such Sponsor Party or designated representative takes reasonable steps to minimize the extent of any such required disclosure; provided, further, that no such steps to minimize disclosure shall be required where disclosure is made (i) in response to a request by a regulatory or self-regulatory authority or (ii) in connection with a routine audit or examination by a bank examiner or auditor and such audit or examination does not specifically reference the Company or this Agreement.

“control” (including the terms “controlling,” “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“designated representative” has the meaning set forth in Section 4.03 hereof.

“director” means a member of the Board of Directors from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“NewCo” has the meaning set forth in Section 5.02 hereof.

“Permitted Transferee” means (i) any investment fund managed by the Sponsor, (ii) any affiliate of the Sponsor, including any of its founding partners, and (iii) any entity controlled by any affiliate of the Sponsor.

“Person” means a natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated association or other legal entity.

“Sponsor” means Arcline Investment Management, LP.

“Sponsor Designee” has the meaning assigned to such term in Section 2.01(a).

“Sponsor Investors” means the entities listed on the signature pages hereto under the heading “Sponsor Investors” and their Permitted Transferees.

“Sponsor Party” has the meaning set forth in the Preamble.

“Total Number of Directors” means the total number of directors comprising the Board of Directors from time to time.

Section 1.02. Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, (c) any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms, (d) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement and (e) Section or Article references are to this Agreement unless otherwise specified.

ARTICLE 2

DIRECTOR NOMINATION

Section 2.01. Director Designees.

(a) Following the Closing Date, the Sponsor shall have the right, but not the obligation, to designate for election as directors a number of designees (each, a “Sponsor Designee” and collectively, the “Sponsor Designees”) equal to: (i) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 50% or more of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 50% of the Total Number of Directors; (ii) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 40% or more but less than 50% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 40% of the Total Number of Directors; (iii) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 30% or more but less than 40% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 30% of the Total Number of Directors; (iv) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 20% or more but less than 30% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 20% of the Total Number of Directors; and (v) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 10% or more but less than 20% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 10% of the Total Number of

Directors. For purposes of calculating the number of Sponsor Designees that the Sponsor is entitled to designate pursuant to the first sentence of this Section 2.01(a), any fractional amounts shall be rounded up to the nearest whole number and any such calculations shall be made after taking into account any increase in the Total Number of Directors in connection with the election of such Sponsor Designees and any other individual nominated by the Board of Directors or a duly authorized committee thereof. For the avoidance of doubt, if the Sponsor has designated fewer than the total number of Sponsor Designees that it is then entitled to designate pursuant to the first sentence of this Section 2.01(a), including by reason of an increase in the Total Number of Directors, the Sponsor shall have the right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate. As of the date of this Agreement, the following directors shall initially be deemed to be Director Designees: Rajeev Amara, Shyam Ravindran.

(b) From and after the time at which the Board of Directors shall become classified into three classes pursuant to the Certificate of Incorporation, the Sponsor Designees shall be apportioned among such classes so as to maintain the number of Sponsor Designees in each class as nearly equal as possible.

(c) In the event that a vacancy is created at any time by the death, resignation, retirement, disqualification, removal from office or otherwise of a Sponsor Designee, the Sponsor shall have the right, but not the obligation, to designate a new Sponsor Designee to fill such vacancy.

(d) The Company shall, to the fullest extent permitted by law (including with respect to fiduciary duties), use its reasonable best efforts to cause the election of each Sponsor Designee to the Board of Directors as soon as practicable, including, but not limited to, (i) nominating such Sponsor Designee and including such Sponsor Designee in the slate of nominees recommended by the Board of Directors at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), (ii) recommending that stockholders vote in favor of such Sponsor Designee, (iii) soliciting proxies or consents in favor of such Sponsor Designee, (iv) appointing such Sponsor Designee to fill vacancies on the Board of Directors, (v) increasing the Total Number of Directors to the extent permitted by the Certificate of Incorporation and (vi) otherwise providing at least as high a level of support for the election of such Sponsor Designee as the Company provides to any other individual standing for election as a director; provided that the Company shall not be required to amend, or seek stockholder approval to amend, the Certificate of Incorporation. The Company’s obligations in this Section 2.01(c) shall continue with respect to a Sponsor Designee notwithstanding such Sponsor Designee failing to be elected to the Board of Directors at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting).

(e) Each Sponsor Party hereby agrees (i) to vote in favor of and to consent to each Sponsor Designee at any meeting of stockholders (or consent in lieu of meeting) in connection with the election of directors, (ii) unless requested by the Sponsor, not to seek the removal from office of any Sponsor Designee and (iii) if requested by the Sponsor, to vote in favor of and to consent to the removal from office of each Sponsor Designee requested by the Sponsor. Each Sponsor Party may unilaterally waive its rights under, and opt out of the obligations and requirements of, this Section 2.01(e) by written notice to the Company and the Sponsor to the extent that such group is not eligible to file a Schedule 13G pursuant to the rules promulgated under Section 13(d) of the Exchange Act.

(f) If the number of Sponsor Designees serving as directors exceeds the number of Sponsor Designees that the Sponsor has the right to designate pursuant to Section 2.01(a) and if requested by the Board of Directors, the Sponsor shall cause such excess Sponsor Designee(s) to offer to resign from the Board of Directors and take all action necessary to remove such excess Sponsor Designee(s).

Section 2.02. Compensation. Except to the extent the Sponsor may otherwise notify the Company, the Sponsor Designees shall be entitled to compensation consistent with the compensation received by other non-employee directors, including any fees and equity awards; provided that (x) to the extent any director compensation is payable in the form of equity awards, at the election of a Sponsor Designee, in lieu of any equity award, such compensation shall be paid in an amount of cash equal to the value of the equity award as of the date of the award, with any such cash subject to the same vesting

terms, if any, as the equity awarded to other directors and (y) at the election of a Sponsor Designee, any director compensation (whether cash, equity awards and/or cash in lieu of equity as may be designated by the electing Sponsor Designee) shall be paid to the Sponsor or an Affiliate thereof specified by such Sponsor Designee rather than to such Sponsor Designee. If the Company adopts a policy that directors own a minimum amount of equity in the Company, no Sponsor Designee that is an Affiliate or employee of the Sponsor (other than a Sponsor Designee that is an employee of the Company or its subsidiaries) shall be subject to such policy, unless otherwise determined by the Sponsor in its sole discretion.

Section 2.03. Other Rights of Sponsor Designees. Except as provided in Section 2.02, each Sponsor Designee serving on the Board of Directors shall be entitled to the same rights and privileges applicable to all other members of the Board of Directors generally or to which all such members of the Board of Directors are entitled. In furtherance of the foregoing, the Company shall indemnify, exculpate and reimburse fees and expenses of the Sponsor Designees (including by entering into an indemnification agreement in a form substantially similar to the Company’s form director indemnification agreement) and provide the Sponsor Designees with director and officer insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board of Directors pursuant to the Certificate of Incorporation, the Bylaws, applicable law or otherwise.

ARTICLE 3

CONSENT

Section 3.01. Required Consent. The Company shall not take, and shall cause its subsidiaries not to take, directly or indirectly, any of the following actions without the prior written consent of the Sponsor:

(a) (i) undertake any transaction or series of related transactions that, if consummated, would result in a Change of Control or (ii) enter into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control;

(b) liquidate, dissolve or wind-up the Company;

(c) authorize the issuance of or issue any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for any shares of capital stock of the Company, other than (i) securities pursuant to equity-based compensation plans (including employee stock purchase plans) that were approved by a majority of Sponsor Designees serving on the Board of Directors when the Board of Directors approved such plans, (ii) shares of Class A Common Stock upon conversion of Class B Common Stock or Class C Common Stock, (iii) shares of Class B Common Stock upon conversion of Convertible Common Stock, and (iv) securities pursuant to agreements existing on the Closing Date;

(d) declare or pay any dividend or other distribution on the Company’s capital stock;

(e) redeem, repurchase or otherwise acquire the Company’s capital stock, other than (i) from directors, officers, employees and other service providers in connection with such individuals’ termination of employment or service with the Company, (ii) the recoupment of incentive-based compensation in accordance with the Company’s clawback policy, and (iii) redeem the Convertible Common Stock in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation dated as of April 16, 2026;

(f) (i) approve or adopt the Company’s annual operating budget or amend or modify such budget or (ii) to the extent not included in the approved annual operating budget, incur any expenditure that would exceed 5% of such budget;

(g) to the extent not included in the Company’s annual operating budget, enter into any agreement that provides for the acquisition or disposition of assets or businesses, in each case, involving consideration payable or receivable by the Company and its subsidiaries in excess of $20 million in any single transaction or series of related transactions during any 12-month period;

(h) unless included in the Company’s annual operating budget, incur indebtedness for borrowed money (including through the issuance of guarantees of indebtedness of another Person) in excess of $20 million in any single transaction or series of related transactions during any 12-month period, other than indebtedness incurred under credit facilities existing on the Closing Date;

(i) enter into any transaction with related persons (within the meaning of Item 404 of Regulation S-K) with payments in excess of $120,000 during any 12-month period, other than (i) employment agreements, consulting agreements and similar agreements, (ii) indemnification agreements for directors, officers and employees, (iii) agreements existing on the Closing Date or (iv) transactions approved by the Company’s audit committee pursuant to the Company’s related-party transaction policy;

(j) any material change in the nature of the business or operations of the Company and its subsidiaries, taken as a whole, as of the Closing Date;

(k) adopt any equity-based compensation plan (including employee stock purchase plan), other than equity-based compensation plans that were approved by a majority of Sponsor Designees serving on the Board of Directors when the Board of Directors approved such plans;

(l) enter into any employment, consulting or similar agreement with any of the Company’s executive officers (as defined in Rule 3b-7 under the Exchange Act) or any modification of any such agreement;

(m) to the extent not included in the Company’s annual operating budget, pay compensation (as calculated pursuant to Item 402 of Regulation S-K) to any executive officer or employee in excess of $20 million in any fiscal year;

(n) hire or terminate the employment of the Company’s chief executive officer, chief financial officer or segment presidents;

(o) amend the Certificate of Incorporation or the Bylaws;

(p) increase the Total Number of Directors, other than solely to elect a Sponsor Designee;

(q) adopt or implement any stockholder rights plan or similar takeover defense measure;

(r) (i) change the Company’s independent registered public accounting firm or (ii) change the Company’s counsel or engage additional counsel, other than (A) counsel engaged to represent the Company or its subsidiaries on the Closing Date and (B) counsel retained by the Board of Directors or a committee thereof to represent the Board of Directors or a committee thereof;

(s) change the Company’s fiscal year; and

(t) voluntarily delist the Class A Common Stock from the Nasdaq Global Select Market.

Section 3.02. Withholding of Consent. The Sponsor may withhold any consent required under Section 3.01 for any reason or for no reason.

ARTICLE 4

INFORMATION

Section 4.01. Financial and Other Information.

(a) As soon as available and in any event within 20 days after the end of each month, the Company will deliver to the Sponsor and each Sponsor Investor a preliminary consolidated income statement, balance sheet and statement of cash flows for the Company for such month. Such income statements, balance sheets and statements of cash flows will be in such format and detail as the Sponsor may reasonably request.

(b) As soon as available and in any event within 30 days after the end of each fiscal quarter, the Company will deliver to the Sponsor and each Sponsor Investor a preliminary consolidated income statement, balance sheet and statement of cash flows for the Company for such fiscal quarter. Such income statements, balance sheets and statements of cash flows will be in such format and detail as the Sponsor may reasonably request.

(c) At the time the Company delivers such materials to the Board of Directors, the Company will deliver to the Sponsor copies of all annual budgets and financial projections relating to the Company on a consolidated basis. In addition, the Company will provide the Sponsor an opportunity to meet with management of the Company to discuss such budgets and projections prior to their approval, if any, by the Board of Directors.

(d) No later than 48 hours prior to the time and date that the Company intends to publish its regular quarterly or annual earnings release or any financial guidance for a current or future period, the Company will deliver to the Sponsor copies of drafts of all press releases, investor presentations and other materials to be made available to the public in connection with such publication. The Company will consult the Sponsor regarding the timing of such publication and the content of such press releases, investor presentations and other materials and will consider the Sponsor’s comments, if any, in good faith.

(e) The Company will deliver to the Sponsor such additional financial and other information and data with respect to the Company and its subsidiaries and their respective business, properties, financial positions, results of operations and prospects and will provide the Sponsor access to the Company’s and its subsidiaries’ books, records, properties, personnel and advisors, in each case, as may be reasonably requested by the Sponsor from time to time; provided that the Company and its subsidiaries will not be required to deliver or provide access to any privileged information.

Section 4.02. Periodic Meetings. Upon request by the Sponsor, the Company will make available its chief executive officer, chief financial officer and other employees as requested by the Sponsor for periodic meetings with the Sponsor at mutually convenient times in order to review and discuss the financial and other information and data described in Section 4.01 as well as other matters identified by the Sponsor.

Section 4.03. Confidentiality. Each Sponsor Party agrees that it will, and will direct its designated representatives to, keep confidential and not disclose any Confidential Information; provided, however, that such Sponsor Party and its designated representatives may disclose Confidential Information to the other Sponsor Parties, to the Sponsor Designees and to (a) its Affiliates and its Affiliates’ attorneys, accountants, consultants, insurers, financing sources and other advisors in connection with such Sponsor Party’s investment in the Company, (b) any Person, including a prospective purchaser of Common Stock, as long as such Person has agreed, in writing, to maintain the confidentiality of such Confidential Information, (c) any of such Sponsor Party’s or its respective Affiliates’ partners, members, stockholders, directors, officers, employees or agents in the ordinary course of business (the Persons referenced in clauses (a), (b) and (c), a Sponsor Party’s “designated representatives”) or (d) as the Company may otherwise consent in writing; provided, further, however, that each Sponsor Party agrees to be responsible for any breaches of this Section 4.03 by such Sponsor Party’s designated representatives.

Section 4.04. Information Sharing. The Company agrees that the Sponsor Designees may share any information concerning the Company and its subsidiaries received by them from or on behalf of the Company or its representatives with each Sponsor Party and its designated representatives, subject to such Sponsor Party’s obligation to maintain the confidentiality of Confidential Information in accordance with Section 4.03.

ARTICLE 5

ADDITIONAL COVENANTS

Section 5.01. Pledges and Transfers. Upon the request of any Sponsor Investor that wishes to (a) pledge, hypothecate or grant security interests in any or all of the shares of Common Stock by it including to banks or financial institutions as collateral or security for loans, advances or extensions of credit or (b) transfer any or all of the shares of Common Stock held by it, including to third-party investors, the Company agrees to cooperate with such Sponsor Investor in taking any action reasonably necessary to consummate any such pledge, hypothecation, grant or transfer, including without limitation, delivery of letter agreements to lenders in form and substance reasonably satisfactory to such lenders (which may include agreements by the Company in respect of the exercise of remedies by such lenders), instructing the transfer agent to transfer any such shares of Common Stock subject to the pledge, hypothecation or grant into the facilities of The Depository Trust Company without restricted legends and cooperating in diligence or other matters as may reasonably be requested by such Sponsor Investor in connection with a proposed transfer.

Section 5.02. Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Sponsor Party will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a stockholders agreement with the Sponsor Parties that provides the Sponsor Parties with rights vis-à -vis such NewCo that are substantially identical to those set forth in this Agreement.

ARTICLE 6

GENERAL PROVISIONS

Section 6.01. Effectiveness and Termination. This Agreement shall become effective on the Closing Date. This Agreement, other than Section 4.03, shall terminate upon the earliest to occur of (i) the mutual agreement of the Company and the Sponsor and (ii) the Sponsor Parties collectively Beneficially Owning capital stock representing less than 10% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors. In addition, with respect to a Sponsor Investor, this Agreement, other than Section 4.03, shall terminate upon such Sponsor Investor no longer Beneficially Owning any capital stock of the Company.

Section 6.02. Notices. Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing, and shall be deemed to have been validly served, given, delivered and received (a) for personal delivery, upon personal delivery to the party to be notified, (b) for email, upon the earlier of (i) confirmation of receipt (other than automatically generated confirmations of receipt), (ii) if sent during normal business hours of the recipient, upon delivery and (iii) if sent after normal business hours of the recipient, then on the next Business Day, or (c) for mail sent by reputable overnight courier service (charges prepaid), two Business Days after deposit with such reputable overnight courier service. Any such notice, designation, request, request for consent or consent shall be sent to the following addresses or emails or to such other addresses or emails as each party may designate for itself by like notice: (a) if to the Company: Arxis, Inc., 1332 Blue Hills Avenue, Bloomfield, CT 06002, Attention: General Counsel; email: J.Allen@arxis.com; and (b) if to a Sponsor Party: Arcline Investment Management LP, 3803 Bedford Avenue, Suite 106, Nashville, TN 37215, Attention Gib Efird, email:gib@arcline.com.

Section 6.03. Amendment; Waiver.

(a) The terms and provisions of this Agreement may be modified or amended only with the written approval of the Company and the Sponsor.

(b) Except as expressly set forth in this Agreement, neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

(c) No party shall be deemed to have waived any claim arising out of this Agreement, or any right, remedy, power or privilege under this Agreement, unless the waiver of such claim, right, remedy, power or privilege is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

(d) Each Sponsor Investor, in such Sponsor Investor’s sole discretion, may withdraw from this Agreement at any time by written notice to the Company and the Sponsor. Thereafter, such Sponsor Investor shall cease to be a party to this Agreement, shall have no further rights or obligations hereunder and none of the terms or provisions hereof shall have any continuing force and effect with respect to such Sponsor Investor.

(e) Any party hereto may unilaterally waive any of its rights hereunder in a signed writing delivered to the Company.

Section 6.04. FurtherAssurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, the Sponsor or any Sponsor Investor being deprived of the rights contemplated by this Agreement.

Section 6.05. Assignment. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that without the prior written consent of any other party hereto, a Sponsor Investor may assign its rights and obligations under this Agreement, in whole or in part, to any Permitted Transferee so long as such Permitted Transferee, if not already a party to this Agreement, executes and delivers to the Company a joinder to this Agreement evidencing its agreement to become a party to and to be bound by certain or all, as applicable, of the provisions of this Agreement as a Sponsor Investor hereunder, whereupon such Permitted Transferee shall be deemed an “Sponsor Investor” hereunder. This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Section 6.06. Governing Law. THIS AGREEMENT AND ITS ENFORCEMENT AND ANY CONTROVERSY ARISING OUT OF OR RELATING TO THE MAKING OR PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.07. Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (a) agrees that any action, directly or indirectly, arising out of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (b) solely in connection with the action(s) contemplated by subsection (a) hereof, (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection (a) hereof, (ii) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (a) of this Section 6.07, (iii) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (a) is an inconvenient forum or does not have personal jurisdiction over any party hereto and (iv) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREBY.

Section 6.08. Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.

Section 6.09. Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

Section 6.10. Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

Section 6.11. Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 6.12. Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

COMPANY:
Arxis, Inc.
By:	/s/ Kevin Perhamus
	Name: Kevin Perhamus
	Title: Chief Executive Officer

[Signature Page to Stockholders Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SPONSOR:
Arcline Investment Management, LP
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
SPONSOR INVESTOR:
---	---
Engineered Components Borrower Series LP - Engineered Polymer Series
By: Engineered Components GP, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
Engineered Components Borrower Series LP - Hawkeye Series
---	---
By: Engineered Components GP, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
Engineered Components Borrower Series LP - Ovation Series
---	---
By: Engineered Components GP, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
Arcline Double Eagle Master Fund LP
---	---
By: Arcline Capital Partners III GP LP<br><br><br>Its: General Partner
By: Arcline Holdings, LLC<br> <br>Its:<br>General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Managing Member

[Signature Page to Stockholders Agreement]

EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement is entered into as of April 16, 2026 by and among Arxis, Inc., a Delaware corporation (the “Company”), and each of the Investors (as defined below) from time to time party hereto.

WHEREAS, in connection with the Company’s initial public offering of its Class A Common Stock (as defined below), the Company desires to grant certain registration rights to the Investors.

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1

INTRODUCTORY MATTERS

Section 1.01. Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein:

“Agreement” means this Registration Rights Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“Board of Directors” means the Company’s board of directors.

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“Class A Common Stock” means the Company’s Class A common stock, par value $0.01 per share.

“Closing Date” means the initial closing date of the Company’s initial public offering of its Class A Common Stock.

“Company” has the meaning set forth in the Preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Investors” means the Sponsor Investors and each Person that executes a Joinder Agreement, in each case, that is a holder of Registrable Securities.

“Joinder Agreement” has the meaning set forth in Section 5.03.

“NewCo” has the meaning set forth in Section 3.03.

“Person” means a natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated association or other legal entity.

“Registrable Securities” means (a) all shares of Class A Common Stock held by the Investors from time to time, (b) all shares of Class A Common Stock issuable to the Investors from time to time upon the conversion, exercise or exchange or of other securities and (c) all shares of Class A Common Stock issued or issuable as a dividend or distribution with respect to, or in exchange for or in replacement of any of the securities described in clauses (a) or (b) or other securities held by the Investors from time to time; provided that shares of Class A Common Stock will cease to be Registrable Securities when (x) such shares of Class A Common Stock have been disposed of pursuant to an effective registration statement or Rule 144 under the Securities Act, (y) such shares of Class A Common Stock can be immediately sold pursuant to Rule 144 under the Securities Act without any volume or manner-of-sale restrictions thereunder or (z) such shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) cease to be outstanding.

“Registration Expenses” means any and all expenses incurred in connection with the performance of or compliance with this Agreement, including: (a) all SEC and FINRA registration and filing fees, including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA, and of its counsel; (b) all fees and expenses of complying with the state securities or “blue sky” laws, including the fees and expenses of counsel for the underwriters in connection with the qualification of Registrable Securities under such laws; (c) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses; (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on the stock exchange on which the Class A Common Stock is then listed; (e) the fees and expenses of the Company’s counsel and independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance; (f) the fees and expenses of underwriters customarily paid by the issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes, if any; (g) the fees and expenses of the Investors’ counsel in connection with any registration or shelf takedown; provided that fees and expenses pursuant to this clause shall be limited to one outside counsel (in addition to any local counsel) for the Investors per registration or shelf takedown; (h) the costs and expenses of the Company relating to investor presentations or any road show (as defined below) undertaken in connection with the marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of the Investors and the underwriters); and (i) any other fees and expenses customarily paid by the issuers of securities.

“Requesting Holder” means one or more Investors that demand a non-shelf registered offering, a shelf registration or a shelf takedown, in each case, with respect to its Registrable Securities pursuant to this Agreement.

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Sponsor Investors” means the entities listed on the signature pages hereto under the heading “Sponsor Investors.”

“Transfer” (the terms “Transferor**,**” “Transferee” and “Transferred”) means, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

“WKSI” means a well-known seasoned issuer, as defined in the Rule 405 under the Securities Act.

ARTICLE 2

REGISTRATION RIGHTS

Section 2.01. Demand Rights.

(a) Subject to Section 2.04, upon the demand of a Requesting Holder made at any time and from time to time, the Company will facilitate in the manner described in this Article 2 a non-shelf registered offering of the Registrable Securities requested by such Requesting Holder to be included in such offering; provided that the Company shall not be required to effect more than two such non-shelf registered offerings within any 12-month period. Subject to Section 2.04, such non-shelf registered offering may, at the Company’s option, include shares of Class A Common Stock to be offered and sold by the Company for its own account and will also include Registrable Securities to be offered and sold by Investors that exercise their related piggyback rights in accordance with this Agreement.

(b) Subject to Section 2.04, upon the demand of a Requesting Holder made at any time and from time to time when the Company is eligible to register the offer and sale of Registrable Securities in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, the Company will facilitate in the manner described in this Article 2 a shelf registration of the Registrable Securities requested by such Requesting Holder. The registration statement relating to such shelf registration may, at the Company’s option, include securities to be offered and sold by the Company for its own account and will also include Registrable Securities to be offered and sold by Investors that exercise their related piggyback rights in accordance with this Agreement. If, at the time of the filing of such registration statement, the Company is a WKSI, such registration statement will, at the request of such Requesting Holder, cover an unspecified number of Registrable Securities to be offered and sold by the Investors and, if the Company so elects, the Company.

(c) Subject to Section 2.04, upon the demand of a Requesting Holder made at any time and from time to time, the Company will facilitate in the manner described in this Article 2 a “takedown” of the Registrable Securities requested by such Requesting Holder off of an effective shelf registration statement; provided that the Company shall not be required to effect more than six underwritten takedowns within any 12-month period. Subject to Section 2.04, such takedown may, at the Company’s option, include shares of Class A Common Stock to be offered and sold by the Company for its own account and will also include Registrable Securities to be offered and sold by Investors that exercise their related piggyback rights in accordance with this Agreement.

Section 2.02. Piggyback Rights.

(a) In connection with any non-shelf registered offering of Registrable Securities (whether pursuant to the exercise of demand rights or at the initiative of the Company), each Investor may, in accordance with this Agreement, exercise piggyback rights to have included in such offering Registrable Securities held by them.

(b) In connection with any shelf registration of Registrable Securities (whether pursuant to the exercise of demand rights or at the initiative of the Company), each Investor may, in accordance with this Agreement, exercise piggyback rights to have included in such shelf registration Registrable Securities held by them.

(c) In connection with any shelf takedown of Registrable Securities (whether pursuant to the exercise of demand rights or at the initiative of the Company) in connection with which a “lock-up” arrangement will be imposed on the Company or the Investors not participating in such takedown, each Investor may, in accordance with this Agreement, exercise piggyback rights to have included in such takedown Registrable Securities held by them that are registered on an effective shelf registration statement.

Section 2.03. Effective Registration. The Company shall, with respect to each registration statement relating to the Registrable Securities, use its reasonable best efforts to cause such registration statement to remain effective for not less than 180 consecutive days or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn or, if such registration statement is a shelf registration on Form S-1, until such shelf registration statement is amended or replaced by a shelf registration statement on Form S-3 or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn or, if such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriters of such offering, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer in such offering.

Section 2.04. Limitations on Demand and Piggyback Rights.

(a) Any demand for the filing of a registration statement, a non-shelf registered offering or a shelf takedown will be subject to the constraints of any applicable “lock-up” arrangements, and such demand must be deferred until such “lock-up” arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for a shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Investors will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the securities are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock.

(b) The Company may postpone the filing of a demanded registration statement, suspend the effectiveness of any registration statement or defer facilitating a non-shelf registered offering or a shelf takedown, in each case, for a reasonable “blackout period” not in excess of the applicable limits specified below if the Board of Directors determines that such registration, offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company. The blackout period will end upon the earlier to occur of (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q or (y) the date upon which such information otherwise is or becomes public knowledge.

Section 2.05. Notifications Regarding Non-Shelf Registered Offerings, Shelf Registrations andShelf Takedowns. In order for a Requesting Holder to exercise its right to demand that a non-shelf registered offering, shelf registration or takedown shelf takedown occur, such Requesting Holder must so notify the Company in writing indicating the number of Registrable Securities sought to be included in such offering, registration or takedown and the proposed plan of distribution. The Company will keep the Investors contemporaneously apprised of all pertinent aspects of its pursuit of any non-shelf registered offering, shelf registration or takedown shelf takedown of Registrable Securities (whether pursuant to the exercise of demand rights or at the initiative of the Company) with respect to which a piggyback opportunity is available in order that the Investors may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Investors be notified by the Company (i) in the case of a non-shelf registered offering, no later than 5:00 p.m., New York City time, on the fifth trading day prior to the date on which the registration statement relating to such offering is intended to be filed, (ii) in the case of a shelf registration, no later than 5:00 p.m., New York City time, on the third trading day prior to the date on which the registration statement relating to such offering is intended to be filed and (iii) in the case of an shelf takedown, no later than 5:00 p.m., New York City time, on the earlier of (A) if applicable, the second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with the pre-pricing marketing efforts for such takedown is

filed or used and (B) the second trading day prior to the date on which the pricing of such takedown occurs. Each Requesting Holder and the Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the Investors of such first Requesting Holder’s or the Company’s intention to conduct a non-shelf registered offering, shelf registration or shelf takedown of Registrable Securities; provided, however, that none of the Requesting Holders or the Company shall be obligated hereby to provide any such advance notice, and, if provided, such advance notice shall not be binding in any respect. Subject to any required public disclosure and subject to applicable legal requirements, the parties hereto will maintain the confidentiality of these notifications and related discussions.

Section 2.06. Notifications Regarding Exercise of Piggyback Rights. Any Investor wishing to exercise its piggyback rights with respect to a non-shelf registered offering, shelf registration or shelf takedown must notify the Company and the other Investors of the number of Registrable Securities it seeks to have included in such offering, registration or takedown, as the case may be. Such notice must be given as soon as practicable, but (i) in the case of a non-shelf registered offering, no later than 5:00 p.m., New York City time, on the third trading day prior to the date on which the registration statement relating to such offering is intended to be filed, (ii) in the case of a shelf registration, no later than 5:00 p.m., New York City time, on the second trading day prior to the date on which the registration statement relating to such offering is intended to be filed and (iii) in the case of an shelf takedown, no later than 5:00 p.m., New York City time, on the earlier of (A) if applicable, the trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with the pre-pricing marketing efforts for such takedown is filed or used and (B) the trading day prior to the date on which the pricing of such takedown occurs. Subject to any required public disclosure and subject to applicable legal requirements, the parties hereto will maintain the confidentiality of these notifications and related discussions.

Section 2.07. Plan of Distribution, Underwriters and Counsel. If a majority of the shares of Class A Common Stock proposed to be sold in a non-shelf registered offering or shelf takedown that includes Registrable Securities is being sold by the Company for its own account (for clarity, excluding shares to be sold by the Company for its own account to the extent the proceeds from such sale will be used to purchase Registrable Securities from the Investors), the Company will be entitled to determine the plan of distribution and select the managing underwriters and any provider of capital markets advisory services for such offering, and the Investors with a majority of the Registrable Securities proposed to be sold in such offering will be entitled to select counsel for the selling Investors (which may be the same as counsel for the Company). Otherwise, the applicable Requesting Holder (or if there is no Requesting Holder, the Investors with a majority of the Registrable Securities proposed to be sold in such offering) will be entitled to determine the plan of distribution and select the managing underwriters and any provider of capital markets advisory services (which may include affiliates of a Requesting Holder) and will also be entitled to select counsel for the selling Investors (which may be the same as counsel for the Company). In the case of a shelf registration of Registrable Securities, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee Investors.

Section 2.08. Cutbacks. If the managing underwriters advise the Company and the selling Investors that, in their opinion, the number of shares of Class A Common Stock requested to be included in a non-shelf registered offering or shelf takedown exceeds the amount that can be sold in such offering without adversely affecting the distribution of the shares being offered, such offering will include only the number of shares that the managing underwriters advise can be sold in such offering. Except in the case of a non-shelf registered offering or shelf takedown demanded by a Requesting Holder, if the Company is selling shares for its own account in such offering (for clarity, excluding shares to be sold by the Company for its own account to the extent the proceeds from such sale will be used to purchase Registrable Securities from the Investors), the Company will have first priority and to the extent of any remaining capacity, the selling Investors will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering. In the case of a non-shelf registered offering or shelf takedown demanded by a Requesting Holder, the Requesting Holder will have first priority and, to the extent there is any remaining capacity, the other selling Investors shall have priority over any other Person participating in the offering (including the Company) and shall be subject to

cutback pro rata based on the number of Registrable Securities initially requested by each other selling Investor to be included in such offering. To the extent that there is any remaining capacity after such Requesting Holder and the other selling Investors have been included, any other Person participating in the offering (including the Company) will be included and will be subject to cutback pro rata based on the number of shares initially requested by them to be included in such offering. Selling equityholders other than the Investors will be included in a non-shelf registered offering or shelf takedown only with the consent of the applicable Requesting Holder (in the event of a non-shelf registered offering or shelf takedown demanded by a Requesting Holder) or the Company (in the event of any other offering).

Section 2.09. Withdrawals. Even if Registrable Securities held by an Investor have been part of a non-shelf registered offering or a shelf takedown, such Investor may, no later than the time at which the public offering price and underwriters’ discount are determined with the managing underwriters, decline to sell all or any portion of its Registrable Securities in such offering.

Section 2.10. Lockups. In connection with any underwritten offering of Registrable Securities, to the extent required by the managing underwriters for such underwritten offering, (a) the Company shall agree to be bound by customary “lock-up” restrictions contained in the underwriting agreement for such offering and shall cause its directors and officers to enter into lock-up agreements that contain restrictions that are no less restrictive than those contained in the lock-up agreements executed by the Investors and (b) each Investor shall agree to be bound by customary “lock-up” restrictions contained in lock-up agreements that are agreed by (i) in the case of a non-shelf registered offering or shelf takedown demanded by a Requesting Holder, the Requesting Holder and (ii) otherwise, the holders of a majority of the shares proposed to be sold in such offering; provided that (x) the lock-up restrictions shall not be longer than 90 days following the execution of the underwriting agreement for such offering and (y) the Investors’ lock-up restrictions shall not be more restrictive than those of the Company’s directors and officers. Pending execution and delivery of the relevant lockup agreement, upon being notified of a proposed or requested underwritten offering with respect to which the piggyback rights described in this Agreement will apply, the Investors shall immediately be bound by the lock-up provisions set forth in the form of lock-up agreement attached as an exhibit to the underwriting agreement for the Company’s initial public offering of its Class A Common Stock as though they were then applicable for so long as the proposed or requested offering is being pursued.

Section 2.11. Expenses. All Registration Expenses incurred in connection with any non-shelf registered offering, shelf registration and shelf takedown of the Registrable Securities will be borne by the Company; provided, however, underwriters’, brokers’ and dealers’ discounts and commissions applicable to Registrable Securities sold for the account of an Investor will be borne by such Investor.

Section 2.12. Facilitating Registrations and Offerings.

(a) If the Company becomes obligated under this Agreement to facilitate a registration or offering of Registrable Securities on behalf of the Investors, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of securities for its own account. Without limiting this general obligation, the Company will fulfill its specific obligations as described in this Section 2.12.

(b) In connection with each registration statement that is demanded by a Requesting Holder in accordance with this Article 2 or as to which piggyback rights otherwise apply, the Company will:

(i) (A) prepare and file with the SEC a registration statement (or registration statements) covering the applicable Registrable Securities, (B) file amendments thereto with the SEC as may be required, (C) seek the effectiveness thereof and (D) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with the selling Investors and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;

(ii) within a reasonable time prior to the filing of any registration statement or any amendment thereto, any prospectus or amendment or supplement thereto or any free writing prospectus, provide copies of such documents to the selling Investors and to the underwriters, if any, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as counsel to the selling Investors or such underwriters may request; and make representatives of the Company as shall be reasonably requested by the selling Investors or such underwriters available for discussion of such documents;

(iii) if requested by the selling Investors, within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to the selling Investors and to the underwriters, if any, and to their respective counsel; fairly consider such reasonable changes in such documents prior to or after the filing thereof as counsel to the selling Investors or such underwriters may request; and make representatives of the Company as shall be reasonably requested by the selling Investors or such underwriters available for discussion of such documents;

(iv) use all reasonable efforts to cause each registration statement and any amendment thereto and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (A) to comply in all material respects with the requirements of the Securities Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(v) notify the selling Investors and the underwriters, if any, and their respective counsel promptly (A) when any registration statement or any amendment thereto, any prospectus or any amendment or supplement thereto or any free writing prospectus has been filed and, if applicable, has been declared effective by the SEC, (B) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (C) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceedings for that purpose, (D) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to any over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects, and (E) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(vi) furnish to the selling Investors and the underwriters, if any, and to their respective counsel copies of any correspondence with the SEC or any state securities authority relating to a registration statement or the related prospectus;

(vii) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its securityholders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force);

(viii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and

(ix) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by a registration statement from and after a date not later than the effective date of such registration statement.

(c) In connection with any non-shelf registered offering or shelf takedown that is demanded by a Requesting Holder or as to which piggyback rights otherwise apply, the Company will:

(i) cooperate with the selling Investors and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the selling Investors or the managing underwriters, if any, may reasonably request at least five days prior to any sale of such Registrable Securities;

(ii) furnish the selling Investors and the underwriters, if any, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such selling Investors or underwriters may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by each such selling Investor and underwriter in connection with the offering and sale of the Registrable Securities covered by the prospectus or the preliminary prospectus;

(iii) (A) use all reasonable efforts to register or qualify the Registrable Securities being offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as the selling Investors and the underwriters, if any, shall reasonably request; (B) use all reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required to be kept effective; (C) do any and all other acts and things which may be reasonably necessary or advisable to enable the selling Investors and the underwriters, if any, to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such selling Investor; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; and (D) use all reasonable efforts to cause the Registrable Securities being offered and sold, no later than the date on which the pricing of the relevant offering is expected to occur, to be registered with or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of the business of any selling Investor, in which case the Company will cooperate in all reasonable respects with the filing of the applicable registration statement and the granting of such approvals, as may be necessary to enable any selling Investor or the underwriters, if any, to consummate the disposition of such Registrable Securities;

(iv) cause all Registrable Securities being sold to be qualified for inclusion in or listed on any securities exchange on which the shares of Class A Common Stock are then so qualified or listed;

(v) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter in an underwritten offering;

(vi) use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be requested by the selling Investors or the managing underwriters, if any;

(vii) in the case of an offering that includes a provider of capital markets advisory services, enter into and perform its obligations under customary agreements (including an advisory services agreement and an indemnification agreement in customary form);

(viii) enter into customary agreements (including, in the case of an underwritten offering, one or more underwriting agreements in customary form that include customary provisions with respect to indemnification and contribution) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith:

(A) make such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;

(B) obtain opinions and negative assurance letters and updates thereof from the Company’s counsel addressed to the underwriters, if any, which opinions and letters shall be customary in form and shall cover matters of the type customarily covered in opinions and negative assurance letters to underwriters in connection with underwritten offerings;

(C) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with underwritten offerings;

(D) deliver such documents and certificates as the managing underwriters, if any, shall reasonably request to evidence the continued validity of the representations and warranties made in accordance with Section 2.12(c)(viii)(A) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and

(E) use all reasonable efforts to facilitate the settlement of the Registrable Securities to be sold pursuant to this Article 2, including through the facilities of DTC.

The above shall be done at such times as customarily occur in similar registered offerings or shelf takedowns.

(d) In connection with each registration and offering of Registrable Securities to be sold by selling Investors, the Company will, in accordance with customary practice, make available for inspection by representatives of the selling Investors and the underwriters, if any, and their respective counsel all relevant financial and other records, pertinent corporate (or similar) documents and properties of the Company and cause appropriate officers, managers, employees, outside counsel and accountants of the Company to supply all information reasonably requested by the underwriters, if any, and their counsel in connection with their due diligence exercise, including through in-person meetings, but subject to customary privilege constraints.

(e) Each Investor that holds Registrable Securities covered by any registration statement will furnish to the Company such information regarding itself as is required to be included in the registration statement or prospectus, the ownership of the Company’s securities by such Investor and the proposed distribution by such Investor of such Registrable Securities as the Company may from time to time reasonably request.

Section 2.13. Underwritten Registrations. No holder of Registrable Securities may participate in any registration or offering hereunder unless such holder (a) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

ARTICLE 3

ADDITIONAL COVENANTS

Section 3.01. Rule 144. With a view to making available to the Investors the benefits of Rule 144 under the Securities Act, the Company shall (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act until the earlier of (i) six months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or (ii) such date as there are no longer Registrable Securities and (b) file with the SEC in a timely manner the reports and other documents required to be filed by it under the Exchange Act. Upon the request of any Investor, the Company shall deliver to such Investor a written statement as to whether it has complied with the reporting requirements of the Exchange Act.

Section 3.02. No Inconsistent Agreements. The Company has not and will not, enter into any agreement with respect to the Company’s securities that is inconsistent with the rights granted to the holders of Registrable Securities in this Article 2 or otherwise conflicts with the provisions hereof. The Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to the Investors hereunder, or which would reduce the amount of Registrable Securities the Investors can include in any registration statement filed or offering effected pursuant to Article 2 hereof, unless the Company shall have received the prior written consent of the Investors holding a majority of the Registrable Securities.

Section 3.03. Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Investor will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with the Investors that provides the Investors with rights vis-à -vis such NewCo that are substantially identical to those set forth in this Agreement.

ARTICLE 4

INDEMNIFICATION

Section 4.01. Indemnification by the Company. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities, the Company will indemnify and hold harmless each Investor, its directors, officers and affiliates and each Person, if any, who controls such Investor within the meaning of the Securities Act against any losses, claims, damages, expenses, judgments and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, prospectus (or any amendment or supplement thereto), any issuer free writing prospectus or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, expense, judgment or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by an Investor specifically for use in the registration statement, preliminary prospectus, prospectus (or amendment or supplement thereto), issuer free writing prospectus or road show.

Section 4.02. Indemnification by the Investors. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities, each Investor will, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4.01) the Company, its directors, its officers who signed the registration statement and each person, if any, who controls the Company within the meaning of the Securities Act, but only with respect to any losses, claims, damages, expenses, judgments and liabilities that arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by such Investor specifically for use in the registration statement, preliminary prospectus, prospectus (or amendment or supplement thereto), issuer free writing prospectus or road show; provided, however, the liability of each Investor pursuant to this Section 4.02 shall not exceed the proceeds received by such Investor upon the sale of the Registrable Securities included in such registration statement, preliminary prospectus, prospectus (or amendment or supplement thereto), issuer free writing prospectus or road show giving rise to such indemnification obligation.

Section 4.03. Notice and Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding subsections of this Article 4, the indemnified party will, if a resulting claim is to be made or may be made against any indemnifying party, give written notice to the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article 4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense, unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (B) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Section 4.04. Contribution

Section 4.05. If the indemnification required by this Article 4 from the indemnifying party is unavailable to or insufficient to hold harmless an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities or expenses, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect (i) the relative benefit of the indemnifying and indemnified parties and (ii) if the allocation in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefit referred to in clause (i) and also the relative fault

of the indemnified and indemnifying parties, in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by a party shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by it bear to the total amounts (including, in the case of any underwriter, any underwriting commissions and discounts) received by each other party. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or parties, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.04 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 4.04. Notwithstanding the provisions of this Section 4.04, the liability of each Investor pursuant to this Section 4.04 shall not exceed the proceeds received by such Investor upon the sale of the Registrable Securities included in such registration statement, preliminary prospectus, prospectus (or amendment or supplement thereto), issuer free writing prospectus or road show giving rise to such indemnification obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such a fraudulent misrepresentation.

Section 4.06. Non-Exclusivity

Section 4.07. The obligations of the parties under this Article 4 will be in addition to any liability which any party may otherwise have to any other party.

ARTICLE 5

GENERAL PROVISIONS

Section 5.01. Notices. Any notice, request, instruction or other document provided for in this Agreement shall be in writing, and shall be deemed to have been validly served, given, delivered and received (a) for personal delivery, upon personal delivery to the party to be notified, (b) for email, upon the earlier of (i) confirmation of receipt (other than automatically generated confirmations of receipt), (ii) if sent during normal business hours of the recipient, upon delivery and (iii) if sent after normal business hours of the recipient, then on the next Business Day, or (c) for mail sent by reputable overnight courier service (charges prepaid), two Business Days after deposit with such reputable overnight courier service. Any notice, request, instruction or other document shall be sent to the following addresses or emails or to such other addresses or emails as each party may designate for itself by like notice: (a) if to the Company: Arxis, Inc., 1332 Blue Hills Avenue, Bloomfield, CT 06002, Attention: General Counsel; email: J.Allen@arxis.com; and (b) if to an Investor: 3803 Bedford Avenue, Suite 106, Nashville, TN 37215, Attention: Gib Efird; email: gib@arcline.com.

Section 5.02. Transfer Rights. (a) Any Investor may transfer, in its sole discretion, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Investor stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a Joinder Agreement from such Person to be bound by the terms of this Agreement as an “Investor**.**” The Company and the transferring Investor will notify the other Investors as to who the Transferees are and the nature of the rights so transferred.

Section 5.03. Additional Parties; Joinder Agreement. Subject to the prior written consent of the Investors holding a majority of the Registrable Securities, the Company may permit any Person who acquires Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) from the Company after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of an “Investor,” as specified in the Joinder Agreement, under this Agreement by obtaining an executed joinder to this Agreement from such Person substantially in the form of Exhibit A attached hereto (a “Joinder Agreement”).

Section 5.04. Amendments; Waiver.

(a) The terms and provisions of this Agreement may be modified or amended only with the written approval of the Company and the Investors holding a majority of the Registrable Securities; provided that any amendment or waiver which adversely affects the economic interests of any Investor hereunder, or increases the obligations of any Investor, disproportionately to other Investors shall require the written consent of such Investor.

(d) Any party hereto may unilaterally waive any of its rights hereunder in a signed writing delivered to the Company.

Section 5.05. Third Parties. Other than as provided in Article 4, this Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third-party beneficiary hereto.

Section 5.06. Governing Law. THIS AGREEMENT AND ITS ENFORCEMENT AND ANY CONTROVERSY ARISING OUT OF OR RELATING TO THE MAKING OR PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.07. Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (a) agrees that any action, directly or indirectly, arising out of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (b) solely in connection with the action(s) contemplated by subsection (a) hereof, (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection (a) hereof, (ii) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (a) of this Section 5.07, (iii) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (a) is an inconvenient forum or does not have personal jurisdiction over any party hereto and (iv) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREBY.

Section 5.08. Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.

Section 5.09. Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

Section 5.10. Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

Section 5.01. Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 5.01. Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

COMPANY:
Arxis, Inc.
By:	/s/ Kevin Perhamus
	Name: Kevin Perhamus
	Title: Chief Executive Officer

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SPONSOR INVESTOR:
Engineered Components Borrower Series LP - Engineered Polymer Series
By: Engineered Components GP, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
Engineered Components Borrower Series LP - Hawkeye Series
---	---
By: Engineered Components GP, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
Engineered Components Borrower Series LP - Ovation Series
---	---
By: Engineered Components GP, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Chief Executive Officer
Arcline Double Eagle Master Fund-A LP
---	---
By: Arcline Capital Partners III GP LP<br><br><br>Its: General Partner
By: Arcline Holdings, LLC<br> <br>Its:<br>General Partner
By:	/s/ Rajeev Amara
	Name: Rajeev Amara
	Title: Managing Member

[Signature Page to Registration Rights Agreement]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this Joinder Agreement pursuant to the Registration Rights Agreement, dated as of [•], 2026, by and among Arxis, Inc., a Delaware corporation (the “Company”), and the other parties thereto (as amended and restated, restated, amended, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”). Capitalized terms used, but not defined, in this Joinder Agreement shall have the meanings ascribed to them in the Registration Rights Agreement.

By executing and delivering to the Company this Joinder Agreement, the undersigned hereby agrees to become a party to the Registration Rights Agreement, to succeed to all of the rights and obligations of an “Investor” and to be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the [___] day of [___________], 20[__].

[NAME]
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED TO

Arxis, Inc.
By:
	Name:
	Title:

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED ADVISORY AND CONSULTING SERVICES AGREEMENT

This Advisory Services Agreement (this “Agreement”) is made and entered into as of April 16, 2026 (the “Effective Date”), by and between Arxis, Inc., a Delaware corporation, (“Pubco” and, together with any of its current or future subsidiaries, whether direct or indirect, the “Company”), and Arcline Arxis Advisory I, L.P., a Delaware limited partnership (“Arcline”).

WHEREAS, reference is made to that certain Advisory Services Agreement, dated November 19, 2020, between Hawkeye TopCo, LP, a Delaware limited partnership (“Hawkeye”), and Arcline Investment Management, LP (“AIM”), that certain Advisory Services Agreement, dated April 19, 2024, between Ovation TopCo, LP, a Delaware limited partnership (“Kaman”), and AIM, and that certain Advisory Services Agreement, dated April 12, 2022, between Connector TopCo, LP, a Delaware limited partnership (“Qnnect”), and AIM (such agreements, the “Existing Advisory Services Agreements”);

WHEREAS, reference is made to that certain Consulting Services Agreement, dated November 19, 2020, between Hawkeye and AIM, that certain Consulting Services Agreement, dated April 19, 2024, between Kaman and AIM and that certain Consulting Services Agreement, dated April 12, 2022, between Qnnect and AIM (such agreements, the “Existing Consulting Services Agreements”);

WHEREAS, pursuant to that certain Reorganization Agreement, dated as of April 16, 2026, by and among Pubco and the other parties thereto, the Company is engaging in a corporate reorganization (the “Reorganization”) in connection with Pubco’s initial public offering;

WHEREAS, in connection with the Reorganization, Pubco seeks to amend and restate the Existing Advisory Services Agreement and the Existing Consulting Services Agreements; and

WHEREAS, upon the terms and subject to the conditions contained in this Agreement, the Company desires to receive certain Services (as defined below) from Arcline and Arcline desires to perform such Services for the Company.

NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Appointment of Arcline. Upon the terms and subject to the conditions provided in this Agreement, Pubco appoints Arcline, and Arcline accepts such appointment, as an independent contractor to the Company.
Services to be Performed. Arcline shall render certain operations and value creation consulting services, including research, strategy, technology, operations and talent (the “Consulting Services”) and the services set forth in Exhibit A hereto and related services (the “Advisory Services” and, together with the Consulting Services, the “Services”), as reasonably requested by the Company from time to time (and agreed by Arcline). Certain of the Services will be rendered by the AVCG (as defined below) and the members thereof. The Company acknowledges and agrees that Arcline (and any employee, officer, director, partner (general or

limited), manager, Affiliate (as defined below) or associate of Arcline, including AVCG members) shall only devote as much time and effort to the Services provided for in this Agreement as Arcline reasonably deems necessary. Arcline makes no representations or warranties, express or implied, with respect to the Services to be provided hereunder. Arcline may engage one or more investment banks, financial advisors, accountants, consultants or other service providers to provide the Services and services in addition to those being provided by Arcline. The parties hereto acknowledge and agree that Arcline is not a broker-dealer, securities underwriter or placement agent and, accordingly, if a transaction consists of a public or private offering or other placement of securities or otherwise could be considered broker-dealer services, Arcline shall have the right to act as a financial advisor to the Company and such investment banking firm(s) and/or broker-dealer as the Company and/or Arcline may select shall be engaged as underwriter(s), placement agent(s) or broker-dealers.

Independent Contractor. Arcline shall be an independent contractor, and nothing contained in this Agreement shall be deemed or construed (a) to create a partnership or joint venture between the Company and Arcline, (b) to cause Arcline to be responsible in any way for the debts, liabilities or obligations of the Company or any other party, or (c) to constitute that Arcline or any of its employees has a relationship as an employee, director, officer or agent with, or fiduciary to, the Company. All information, reports, studies, object codes, source codes, flow charts, diagrams or other tangible or intangible work product of any nature or form whatsoever produced, developed, created or improved by or as a result of Arcline’s provision of the Services pursuant to this Agreement shall be the sole and exclusive property of Arcline or its assignee and no right of ownership, title, use or otherwise shall pass to the Company. Arcline’s obligations hereunder are purely contractual in nature and no duty or obligation, arising under law or otherwise, shall be deemed to exist as a result of this Agreement or any of the Services.
Investment Opportunities. The Company acknowledges and agrees that Arcline and its Affiliates are engaged in the business of investing in, acquiring and managing, operating, creating value in and monetizing businesses for Arcline’s own account, for the account of Arcline’s investment vehicles, Affiliates and associates and for the account of other unaffiliated parties and investors and that no aspect or element of these activities shall be deemed to be engaged in for the benefit of the Company nor to constitute a conflict of interest. Arcline and its affiliates and their respective owners, officers, members, partners, managers, directors and employees (including, for the avoidance of doubt, the AVCG) (the “Arcline Persons”) shall not be required to present any investments or business opportunities to the Company, but may bring any such opportunities to the attention of the Company which Arcline, in its sole discretion, deems appropriate.
Permissible Activities. In recognition that the Arcline Persons currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which one or more Arcline Persons may serve as an operating professional, consultant, advisor, a director or in some other capacity, and in recognition that the Arcline Persons have myriad duties to various investment vehicles, certain investors and partners, and in anticipation that the Company and the Arcline Persons (including investment vehicles sponsored by Arcline or their portfolio companies, or clients of Arcline) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties that may confront any advisor or consultant who desires and endeavors fully to satisfy such advisor’s or consultant’s

duties in determining the full scope of such duties in any particular situation, the provisions of this Section 5 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve Arcline. Arcline’s Services are not exclusive to the Company and Arcline will render similar Services to other persons and entities. Except as Arcline may otherwise agree in writing after the date hereof, and without limiting the generality of Section 4 hereof, the Arcline Persons shall have the right: (a) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company), (b) to directly or indirectly do business with any client or customer of the Company, (c) to take any other action that Arcline believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 5, and (d) not to present potential investments, transactions, matters or business opportunities to the Company or any of its direct or indirect Affiliates, and to pursue, directly or indirectly, any such opportunity for itself or its Affiliates, including investment vehicles sponsored by Arcline, and to direct any such opportunity to another person.

Fees; Expenses; and Compensation.

6.1. In consideration of the Services to be provided for herein by Arcline, the Company agrees to pay to Arcline the Convertible Consideration on the Effective Date and, commencing on the Effective Date, all Reimbursable Expenses no later than the fifth business day following fiscal quarter end. As used herein: “Convertible Consideration” shall mean one share of Convertible Common Stock (as defined in Pubco’s Amended and Restated Certificate of Incorporation, dated as of April 16, 2026 (“Pubco’s Amended and Restated Certificate of Incorporation”)), in accordance with Pubco’s Amended and Restated Certificate of Incorporation; and “Reimbursable Expenses” shall mean for any period, all fees, guaranteed payments or other cash compensation and related expenses incurred or advanced by or on behalf of Arcline or any Affiliates or associated persons thereof, including, but not limited to, (i) travel expenses (including airfare, hotels, parking, travel agent fees, taxis and car services), meals, reasonable and customary entertainment, conference calls, overnight deliveries (including FedEx and UPS), (ii) legal counsel, accountants, consultants, administrative, or support personnel or other third-party service providers (whether or not Affiliated or associated with Arcline), (iii) the fees and expenses of custodians, outside counsel, consultants, accountants, auditors, investment banks, financial advisors, insurance (D&O, EPL, E&O, etc.) and other similar outside advisors, (iv) costs of regulatory and state filing fees, (v) fees and expenses of the AVCG, (vi) fees and expenses incurred in connection with any offering of securities of the Company (vii) the costs, fees and expenses of acquiring, holding or selling all or any part of the investment or any assets and (viii) an allocable portion of the cash compensation, including guaranteed cash payments, cash fees, other cash incentive-based compensation and/or other cash amounts, including deferred cash compensation (including the employer portion of any payroll or related taxes payable in respect of such amounts and cash charges in respect of employee health and welfare benefits provided to the recipients thereof) payable in respect of any time allocated by employees of Arcline and its Affiliates (including by way of reimbursable advance), in connection with the Services rendered to the Company during such period.

6.2. In further consideration for the receipt of the Convertible Consideration by Arcline, during the period commencing on the date hereof and ending five years after the date of this Agreement or until this Agreement is otherwise Terminated pursuant to Section 7 hereof, Arcline agrees that it shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a Transfer (as defined below), or (iii) make any demand for or exercise any right with respect to the registration of, in each case, any shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Class A Common Stock”), Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”), Class C Common Stock, par value $0.01 per share, of the Company (the “Class C Common Stock”) or Convertible Common Stock (together with the Class A Common Stock, Class B Common Stock and Class C Common Stock, “Common Stock”), any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, in each case, solely to the extent such securities were, as of the date of this Agreement, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) by the founders of Arcline (the “Permitted Beneficial Owners”) and held, directly or indirectly, by Arcline or any of its affiliates as of such date, in each case as reflected in the books and records of Arcline and its affiliates as of such date, it being understood and agreed that the Permitted Beneficial Owners disclaim ownership of any shares of Common Stock held by Arcline or any of its affiliates except to the extent, if any, of their respective pecuniary interest therein (collectively, the “Restricted Securities”). For purposes of this Section 6.2, a “Transfer” means any sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, whether any such transaction or arrangement would be settled by delivery of Common Stock or other securities, in cash or otherwise.

6.3. Notwithstanding Section 6.2, Arcline may transfer Restricted Securities: (i) to a partnership, limited liability company or other entity of which Arcline or any of the Permitted Beneficial Owners is the legal and beneficial owner of all of the outstanding equity securities or similar interests; (ii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clause (i) above; (iii) (A) to another corporation, partner, limited partner, manager, member, limited liability company, equityholder, shareholder or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Arcline or the Permitted Benficial Owners, or to any investment fund or other entity which fund or entity controls, is controlled by, manages, is managed by Arcline, its affiliates or the Permitted Benficial Owners or is under common control with Arcline or its affiliates, or (B) as part of a distribution by Arcline to its current or former partners, members or other equityholders or to the estate of any such partners, members or other equityholders; (iv) by operation of law; (v) (x) in connection with the conversion, exchange or reclassification of any outstanding securities of the Company into shares of Common Stock, or any conversion, exchange or reclassification of the Common Stock, provided that any such shares of Common Stock received upon such conversion, exchange or reclassification shall be subject to the terms of this Agreement; or (vi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or

other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)). For the avoidance of doubt, any shares of Common Stock or other securities of the Company that do not constitute Restricted Securities (including any securities acquired by Arcline or its affiliates after the date of this Agreement) shall not be subject to the restrictions set forth in Section 6.2 and may be freely transferred by Arcline or its affiliates.

Term; Termination.

7.1. The term of this Agreement shall commence on the date hereof and expire upon the mutual agreement of Arcline and the Company.

7.2. Arcline may also terminate its engagement under this Agreement upon written notice to the Company. If this Agreement is terminated by Arcline because of the breach of any of the material terms or provisions hereof by the Company, Arcline shall be entitled to recover damages from the Company and shall not be required to mitigate or reduce damages by seeking or undertaking other management arrangements or business opportunities.

7.3. The provisions of Sections 3, 4, 5, and 7 through 21 shall survive any expiration or termination of this Agreement and remain in full force and effect. No termination of this Agreement shall limit the right of Arcline or any other Arcline Person to receive the Reimbursable Expenses accrued prior to such termination in accordance with Section 6 hereof.

Limitation of Liability. Neither Arcline nor any of the other Indemnified Parties (as defined below) shall be liable to the Company or any other person for any loss, liability, damage or expense arising out of or in connection with the performance of Services contemplated by this Agreement (including for any mistakes of fact, errors of judgment, losses sustained by the Company or acts or omissions of any kind), unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct of Arcline, as finally determined in an unappealable judgment by a court of competent jurisdiction. In no event will Arcline or any of the other Indemnified Parties be liable to the Company or any other person for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) except as set forth in Section 9 below. In no event shall the Company’s liability for any and all claims arising out of the Services provided pursuant to this Agreement exceed the fees paid to the Company for such Services.
Indemnification of Arcline.

9.1. The Company shall indemnify and hold harmless Arcline, its affiliated investment funds and each of their respective present and future officers, directors, members, managers, Affiliates, employees, controlling persons, agents and representatives (including, for the avoidance of doubt, the AVCG) (and each of their respective officers, directors, members, managers, Affiliates, employees, controlling persons, agents and representatives) (“Indemnified Parties”) from and against all losses, claims, liabilities, obligations, suits, costs, damages and expenses (including attorneys’ fees) arising from, or in any way related to, their performance of

Services hereunder, except to the extent that it is determined by a court of competent jurisdiction in a final, nonappealable judgment that such losses, claims, liabilities, suits, costs, damages and expenses resulted directly from their willful misconduct. The Company shall reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys’ fees and expenses) subject to an undertaking from any such Indemnified Party to repay the Company if such party is determined in a final nonappealable judgment not to be entitled to indemnity hereunder. Pubco further agrees, on behalf of itself and the Company, that neither it nor any of its subsidiaries will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of Arcline and each other Indemnified Party hereunder from all liability arising out of such claim, action, suit or proceeding. THE COMPANY HEREBY ACKNOWLEDGES THAT ARCLINE AND THE OTHER INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR ALL CLAIMS, ACTIONS, CAUSES OF ACTION, SUITS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, COSTS OR EXPENSES THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE, PASSIVE, SOLE, JOINT, OR CONCURRENT ORDINARY OR GROSS NEGLIGENCE OR STRICT LIABILITY OF ARCLINE OR ANY OTHER INDEMNIFIED PARTY, AND THAT NEITHER ARCLINE NOR ANY OTHER INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, SUITS, OBLIGATIONS, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES.

9.2. The Company and its direct and indirect subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) that may be brought against the Indemnified Parties or in which any Indemnified Party may be impleaded with others upon any claims, or upon any matter directly or indirectly related to or arising out of this Agreement or the performance hereof by the Indemnified Parties, except to the extent that it is determined by a court of competent jurisdiction in a final, nonappealable judgment that such losses, claims, liabilities, suits, obligations, costs, damages and expenses resulted directly from the willful misconduct by any of the Indemnified Parties.

9.3. The right to indemnification and the advancement of expenses conferred in this Section 9 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, by-law, or otherwise.

9.4. The Company may maintain insurance, at its expense, to protect any Indemnified Party against any expense, liability or loss described in this Section 9 whether or not the Company would have the power to indemnify such Indemnified Party against such expense, liability or loss under the provisions of this Section 9.

9.5. The obligations of the Company under this Section 9 shall be interpreted without regard to any other indemnification obligations from which the Indemnified Party may benefit (any other person that provides any such other indemnity of any Indemnified Party is hereinafter referred to as an “Other Indemnitor”). Without limiting the generality of the foregoing, the Company hereby agrees:

(i) that the Company shall be the indemnitor of first resort (i.e., its obligations to the Indemnified Party are primary and any obligation of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnified Party are secondary);

(ii) that it will not assert that the Indemnified Party must seek expense advancement or reimbursement, or indemnification, from any Other Indemnitor before the Company must perform any of its expense advancement, reimbursement or indemnification obligations hereunder;

(iii) that the Company shall be required to advance the full amount of expenses incurred by the Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnified Party to the extent legally permitted and as required hereby, without regard to any rights that the Indemnified Party may have against any Other Indemnitor;

(iv) that the Company hereby irrevocably waives, relinquishes and releases each Other Indemnitor from any and all claims against such Other Indemnitor for contribution, subrogation or any other recovery of any kind in respect thereof;

(v) that no payment by any Other Indemnitor shall affect the foregoing, and each Other Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party against the Company, and if for any reason a court of competent jurisdiction determines that any Other Indemnitor is not entitled to such subrogation, such Other Indemnitor shall have a right of contribution by the Company to such Other Indemnitor with respect to any such payment by such Other Indemnitor; and

(vi) that if a third party seeks to hold an Affiliate of the Indemnified Party responsible for any action or inaction by such Indemnified Party by reason of (or arising in part out of) any event with respect to which the Company has any indemnification obligation under this Section 9, then such Affiliate shall be entitled to indemnification under this Section 9 to the same extent as the Indemnified Party is entitled to indemnification hereunder.

10. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Arcline, the Company and their respective successors and permitted assigns. Neither party may assign, transfer or convey any of its rights, duties or interests under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder, without the prior written consent of the other party; provided that Arcline (and each of its subsequent assignees) may assign this Agreement or its rights or obligations hereunder, in whole or in part, to any of its Affiliates. In the event of any permitted assignment contemplated by the proviso of the immediately preceding sentence, Arcline shall be released from any further obligations under this Agreement (or the obligations so assigned) arising after the date of such assignment (upon the execution of an undertaking by the applicable assignee to satisfy such obligations). Upon any assignment of this Agreement to an Affiliate, the Company and such assignee may enter into a new agreement between the respective parties.

Definitions.

“Advisory Services” has the meaning set forth in Section 2.

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person.

“Agreement” has the meaning set forth in the introductory paragraph in this Agreement.

“Arcline” has the meaning set forth in the introductory paragraph in this Agreement.

“Arcline Persons” has the meaning set forth in Section 4.

“AVCG” means, collectively, a group of operating professionals that are, in accordance with Arcline’s internal policies as in effect and amended from time to time, (a) employed, engaged or retained from time to time by Arcline or an Affiliate thereof or successor thereto, and (b) designated as members of the Arcline Value Creation Group.

“Company” has the meaning set forth in the introductory paragraph in this Agreement.

“Consulting Services” has the meaning set forth in Section 2.

“Confidential Information” has the meaning set forth in Section 21.

“Effective Date” has the meaning set forth in the introductory paragraph in this Agreement.

“Indemnified Parties” has the meaning set forth in Section 9.1.

“Other Indemnitor” has the meaning set forth in Section 9.5.

“Person” means an individual, a partnership, a limited partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Pubco” has the meaning set forth in the introductory paragraph in this Agreement.

“Services” has the meaning set forth in Section 2.

Tax Forms. On or promptly following the Effective Date and, in any event, prior to any payments being made under this Agreement, Arcline shall provide the Company with a duly executed IRS Form W-9.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally or e-mailed to the recipient, one day after being sent to the recipient by reputable overnight courier service (charges prepaid) or five days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

If to the Company:

Arxis, Inc.

1332 Blue Hills Avenue

Bloomfield, CT 06002

Attn: Jennifer Allen

Email: J.Allen@arxis.com

If to Arcline:

Arcline Arxis Advisory I, LP

3803 Bedford Avenue, Suite 106

Nashville, TN 37215

Attn: Gib Efird

Email: gib@arcline.com

Severability. The parties hereto agree that (a) the provisions of this Agreement shall be severable in the event that for any reason whatsoever the provisions hereof are invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions, but are valid and enforceable, and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.
Waiver of Jury Trial. AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
Confidentiality. All advice furnished by Arcline to the Company pursuant to this Agreement shall remain property of Arcline, shall be treated as confidential by the Company (and the Company shall cause each other party with whom it shares such information under confidentiality agreements to treat as confidential) except as required by law or by demand of any regulatory or self-regulatory authority.
No Waiver. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege. Any right, power or privilege of any party hereunder may be waived by a party hereto, but only in a written instrument executed by such party.

Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Entire Agreement; Amendment; Certain Terms. This Agreement contains the entire agreement among the parties hereto with respect to the matters herein contained and supersedes and preempts any prior understandings or agreements by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The provisions of this Agreement may be amended only with the prior written consent of Pubco and Arcline. This Agreement shall not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the laws of any other state.
Common Interest. Because Arcline shall, as one of its duties hereunder, manage its Affiliates’ direct or indirect investment in the Company, a common interest exists among the parties hereto and their respective Affiliates and, as such, the parties acknowledge that from time to time they may exchange among themselves oral and written communications, documents, materials, and/or other confidential information (collectively, the “Confidential Information”) about legal and/or regulatory matters that are covered by the attorney-client privilege, the attorney work product doctrine, and/or any other applicable privilege, immunity, or protection from disclosure provided by applicable law. The parties agree that they have common interests with respect to the Confidential Information and further agree that they intend to permit the sharing or exchange of the Confidential Information between and among themselves and their counsel, while preserving and protecting the confidentiality of the Confidential Information and maintaining it as privileged. Accordingly, the parties commit that they will keep the Confidential Information confidential and limit the distribution of it to the parties and their respective counsel, employees, or agents working on matters related to the common interest. The parties understand and acknowledge that the declaration of a common interest between the parties does not in any way affect any liability which may exist or be imposed, nor does it transform or affect any pre-existing attorney-client relationships of any party.
Counterparts. This Agreement may be executed in separate counterparts (including by electronic transmission), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(signature page follows)

IN WITNESS WHEREOF, each of the parties has executed or caused this Amended and Restated Advisory and Consulting Services Agreement to be executed as of the date first written above.

ARXIS, INC.
By:	/s/ Azad Badakhsh
Name:	Azad Badakhsh
Title:	Chief Financial Officer

Signature Page toAdvisory and Consulting Services Agreement

IN WITNESS WHEREOF, each of the parties has executed or caused this Amended and Restated Advisory and Consulting Services Agreement to be executed as of the date first written above.

ARCLINE ARXIS ADVISORY I, L.P.
By: Arcline Holdings, LLC<br> <br>Its:<br>General Partner
By:	/s/ Rajeev Amara
Name:	Rajeev Amara
Title:	Managing Member

Signature Page toAdvisory and Consulting Services Agreement

EXHIBIT A

Description of Services

•	Buy-Side Services:
•	Provide assistance and support relating to the identification, negotiation and analysis of the transactions<br>contemplated with respect to the Company.
---	---
•	Review and analyze investment banking materials and attending management presentations.
---	---
•	Assist in selecting advisors.
---	---
•	Select and engage counsel for work.
---	---
•	Review and analyze financial, commercial, tax and legal due diligence reports and findings.<br>
---	---
•	Provide assistance and support relating to the negotiation of the investment and transaction specific financing<br>(and review of financing alternatives) in connection with the acquisition of the Company.
---	---
•	Provide other advice relating to transaction-specific finance matters, including assistance in the preparation of<br>financial projections.
---	---
•	Provide general executive, advisory and consulting services relating to the management and operations of the<br>Company, including assessment of commercial and economic relevance and advice and consulting in financial analysis.
---	---
•	Sell-Side Services:
---	---
•	Prepare or assist in the preparation of overview materials for investment banking presentations, including<br>overall positioning/marketing of the business.
---	---
•	Review investment banking presentations and attend presentations.
---	---
•	Assist in selecting advisors (banking, accounting, etc.), potentially including investment banking advisors.<br>
---	---
•	Select and engage counsel for work.
---	---
•	Organize, understand and if necessary reformat historical financials.
---	---
•	If necessary, assist in engaging and managing financial advisory firms to help prepare any of the information.<br>
---	---
•	Assist in generating weekly or monthly budget for first year, and then quarterly or annual budget for investment<br>banking presentations.
---	---

A-1

•	Prepare or assist in the preparation of quality of earnings analysis, including management addbacks, for purposes<br>of financial presentation.
•	If necessary, assist in engaging accounting firms to validate quality of earnings reports.
---	---
•	If necessary, assist in engaging environmental studies to prepare Pubco and/or its subsidiaries and Affiliates<br>for sale for buyer’s benefit or to benefit an acquisition by the Company and/or its Affiliates.
---	---
•	If necessary, assist in engaging asset appraisal firms to prepare Pubco and/or its subsidiaries and Affiliates<br>for sale for buyer’s benefit or to benefit an acquisition by the Company and/or its Affiliates.
---	---
•	Provide assistance and support regarding credit financing for acquisitions by the Company and/or its Affiliates.<br>
---	---
•	If necessary, assist in engaging consultants to provide a report on competitive landscape in the Company’s<br>or acquisition target’s sector.
---	---
•	Evaluate operations of potential acquisition targets.
---	---
•	Assist with add-on acquisitions, including diligence, negotiation of<br>purchase agreement and closing mechanics and funds flows.
---	---
•	Help create, review and/or organize diligence materials for electronic data room.
---	---
•	Help create, review and/or organize purchase agreement schedules.
---	---
•	Help draft confidential information memorandum in conjunction with bankers.
---	---
•	Help draft management presentation in conjunction with bankers.
---	---
•	Help respond to numerous buyer diligence requests, in conjunction with the Company and bankers.<br>
---	---
•	Provide input on confidentiality agreement form to send to buyers, as well as any modifications that potential<br>buyers may request.
---	---
•	Provide assistance regarding investment banker’s interactions with buyers, including assisting in<br>determining (1) which recipients to whom to send materials (including identifying which recipients to exclude based on competitive or confidentiality reasons), (2) the type of messaging to be sent to respective buyers, (3) which parties to<br>invite into management meetings, and (4) which party to ultimately select as the buyer and what kind of exclusivity to grant the bidder.
---	---
•	Assist in obtaining payoff letters from various creditors and transaction services providers.<br>
---	---

A-2

•	Create funds flow document including wiring instructions, and often initiate wires internally.<br>
•	Assist in drafting press release and negotiate with buyer if necessary.
---	---
•	Assist in engaging and negotiate tail insurance policy for directors and officers.
---	---
•	Following closing, monitor net working capital settlement.
---	---
•	Following closing, monitor any potential indemnification claims.
---	---

A-3

EX-10.5

Exhibit 10.5

TAX RECEIVABLE AGREEMENT

between

Arxis Inc.

and

ArclineArxis Advisory I, L.P.

Dated as of April 16, 2026

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		1
****	SECTION1.1. Definitions	1
ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT		5
	SECTION 2.1. Tax Benefit Schedule	5
	SECTION 2.2. Procedures, Amendments	6
ARTICLE III TAX BENEFIT PAYMENTS		6
	SECTION 3.1. Payments	6
	SECTION 3.2. No Duplicative Payments	7
ARTICLE IV TERMINATION		7
	SECTION 4.1. Early Termination of Agreement; Breach of Agreement	7
	SECTION 4.2. Early Termination Notice	8
	SECTION 4.3. Payment upon Early Termination	9
ARTICLE V SUBORDINATION AND LATE PAYMENTS		9
	SECTION 5.1. Subordination	9
	SECTION 5.2. Late Payments by PubCo	9
ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION; SERVICE		10
	SECTION 6.1. Participation in PubCo’s Tax Matters	10
	SECTION 6.2. Consistency	10
	SECTION 6.3. Cooperation	10
	SECTION 6.4. Services	10
ARTICLE VII MISCELLANEOUS		11
	SECTION 7.1. Notices	11
	SECTION 7.2. Counterparts	11
	SECTION 7.3. Entire Agreement; No Third Party Beneficiaries	11
	SECTION 7.4. Governing Law	12
	SECTION 7.5. Severability	12
	SECTION 7.6. Successors; Assignment; Amendments; Waivers	12
	SECTION 7.7. Titles and Subtitles	12
	SECTION 7.8. Resolution of Disputes	13
	SECTION 7.9. Reconciliation	13
	SECTION 7.10. Withholding	14
	SECTION 7.11. Confidentiality	15

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of April 16, 2026, and is between Arxis Inc., a Delaware corporation (including any successor corporation, “PubCo” and, together with any of its current or future subsidiaries, whether direct or indirect, the “Company”) and Arcline Arxis Advisory I, L.P., a Delaware limited partnership (the “Arcline Party” or “TRA Party”).

RECITALS

WHEREAS, the Arcline Party is providing certain services (the “Services”) to PubCo as set forth in that certain Amended and Restated Advisory and Consulting Services Agreement, dated April 16, 2026 by and between PubCo and the Arcline Party (such agreement, the “Services Agreement”).

WHEREAS, in consideration for, and to incentivize the Arcline Party to provide, such services, PubCo has issued to the Arcline Party the convertible common stock (the “Stock”);

WHEREAS, the Stock is expected to result in the Deduction, which in turn is expected to reduce the cash taxes payable by the Company; and

WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to the Deduction.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. **** Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Actual Tax Liability” means, with respect to any Taxable Year, the sum of (i) the liability for U.S. federal income Taxes of PubCo and (ii) without duplication, the product of the amount of the U.S. federal taxable income for such taxable year reported on PubCo’s IRS Form 1120 (or any successor form) and the Blended Rate.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means a per annum rate of SOFR plus 100 basis points.

“Agreement” has the meaning set forth in the Preamble to this Agreement.

“Amended Schedule” has the meaning set forth in Section 2.2(b) of this Agreement.

“Blended Rate” means, with respect to any Taxable Year, the sum of the gross rates of Tax imposed on the aggregate net income of PubCo in each state or local jurisdiction in which the Company files Tax Returns for such Taxable Year, with the gross rate in any state or local jurisdiction being equal to the product of (i) the apportionment factor on the income or franchise Tax Return filed by the Company in such jurisdiction for such Taxable Year and (ii) the maximum applicable corporate Tax rate in effect in such jurisdiction in such Taxable Year. As an illustration of the calculation of the Blended Rate for a Taxable Year, if the Company solely files Tax Returns in State 1 and State 2 in a Taxable Year, the maximum applicable corporate Tax rates in effect in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment factors for such states on the applicable Tax Returns for such Taxable Year are 55% and 45% respectively, then the Blended Rate for such Taxable Year is equal to 6.05% (i.e., 6.5% multiplied by 55% plus 5.5% multiplied by 45%).

“Board” means the Board of Directors of PubCo.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Deduction” means the deduction of the Company under Section 162 of the Code and for applicable state income Tax purposes in respect of the transfer of the Stock to the TRA Party as compensation for the Services, including as a result of Section 83(a) or Section 83(b), as applicable, and Section 83(h), in each case, of the Code.

“Default Rate” means a per annum rate of SOFR plus 500 basis points.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, foreign or local Tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“Dispute” has the meaning set forth in Section 7.8(a) of this Agreement.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“Early Termination Effective Date” means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.

“Early Termination Notice” has the meaning set forth in Section 4.2 of this Agreement.

“Early Termination Payment” has the meaning set forth in Section 4.3(b) of this Agreement.

“Early Termination Rate” means the lesser of (a) 6.5% per annum, compounded annually, and (b) SOFR plus 100 basis points.

“Early Termination Schedule” has the meaning set forth in Section 4.2 of this Agreement.

“Expert” has the meaning set forth in Section 7.9 of this Agreement.

“Future TRAs” has the meaning set forth in Section 5.1 of this Agreement.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the sum of (i) the liability for U.S. federal income Taxes of the Company and (ii) without duplication, the product of the U.S. federal taxable income for such taxable year reported on the Company’s IRS Form 1120 (or any successor form) and the Blended Rate, but, in the determination of the liability in clauses (i) and (ii), above, excluding the Deduction for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Deduction.

“Independent Directors ” means the members of the Board who are “independent” under Rule 10A-3 under the Exchange Act and the standards of the principal U.S. securities exchange on which the shares of PubCo are traded or quoted.

“IPO” means the initial public offering of Class A Shares by the PubCo.

“IPO Date” means the date of the Closing of the IPO.

“IRS” means the U.S. Internal Revenue Service.

“Material Objection Notice” has the meaning set forth in Section 4.2 of this Agreement.

“Objection Notice” has the meaning set forth in Section 2.2(a) of this Agreement.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“PubCo” has the meaning set forth in the Preamble to this Agreement.

“Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination with respect to such Actual Tax Liability.

“Reconciliation Dispute” has the meaning set forth in Section 7.9 of this Agreement.

“Reconciliation Procedures” has the meaning set forth in Section 2.2(a) of this Agreement.

“Schedule” means any of the following: (i) a Tax Benefit Schedule; or (ii) the Early Termination Schedule.

“Senior Obligations” has the meaning set forth in Section 5.1 of this Agreement.

“S OFR” means with respect to any day, a rate per annum equal to the Secured Overnight Financing Rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s website. In no event will SOFR be less than 0%.

“Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“Tax Benefit Payment” means, with respect to a Taxable Year, an amount equal to 85% of the Realized Tax Benefit with respect to such Taxable Year.

“Tax Benefit Schedule” has the meaning set forth in Section 2.1(a) of this Agreement.

“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“Taxable Year” means a taxable year of PubCo as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the IPO Closing Date.

“Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

“TaxingAuthority” means any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“TRA Party” has the meaning set forth in the Preamble to this Agreement.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date, (1) PubCo will have taxable income sufficient to fully utilize the Tax items arising from the Deduction during such Taxable Year, and (2) the U.S. federal, state and local income Tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date and the Blended Rate will be calculated based on such rates and the apportionment factor applicable in such Taxable Year.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

SECTION 2.1. **** Tax Benefit Schedule.

(a) Tax Benefit Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of PubCo for any Taxable Year in which there is a Realized Tax Benefit, PubCo shall provide the TRA Party a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit and Tax Benefit Payment for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule will become final as provided in Section 2.2(a) and may be amended as provided in Section 2.2(b) (subject to the procedures set forth in Section 2.2(b)).

(b) Applicable Principles. The Realized Tax Benefit for each Taxable Year is intended to measure the decrease in the actual liability for Taxes of the Company for such Taxable Year attributable to the Deduction, determined using a “with and without” methodology and, for the avoidance of doubt, is not intended to take into account, and shall be interpreted in a manner that avoids taking into account, the Deduction more than once. Carryovers or carrybacks of any Tax item attributable to the Deduction shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Deduction and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.

SECTION 2.2. **** Procedures, Amendments.

(a) Procedure. Every time PubCo delivers to the TRA Party an applicable Tax Benefit Schedule under this Agreement, including any Amended Schedule, PubCo shall also (x) deliver to the TRA Party supporting schedules and work papers, as determined by PubCo or as reasonably requested by the TRA Party, providing reasonable detail regarding data and calculations that were relevant for purposes of preparing such Schedule and (y) allow the TRA Party reasonable access at no cost to the appropriate representatives at PubCo, as determined by PubCo or as reasonably requested by the TRA Party, in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, PubCo shall ensure that any Tax Benefit Schedule that is delivered to the TRA Party, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax Liability and the Hypothetical Tax Liability and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the date on which the TRA Party is treated as having received the applicable Schedule or amendment thereto under Section 7.1 unless the TRA Party (i) within thirty (30) calendar days from such date provides PubCo with written notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the PubCo. If PubCo and the TRA Party, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by PubCo of an Objection Notice, PubCo and the TRA Party shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “Reconciliation Procedures”). The TRA Party will fairly represent the interests of each of the TRA Party and shall use reasonable efforts to timely raise and pursue, in accordance with this Section 2.2(a), any reasonable objection to a Schedule or amendment thereto timely communicated in writing to the TRA Party by a TRA Party.

(b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by PubCo (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to a Deductions Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). PubCo shall provide an Amended Schedule to the TRA Party when PubCo delivers the Deductions Schedule for the following taxable year.

ARTICLE III

TAXBENEFIT PAYMENTS

SECTION 3.1. **** Payments. Within five (5) calendar days after a Tax Benefit Schedule delivered to the TRA Party becomes final in accordance with Section 2.2(a) and Section 7.9, if applicable, subject to the TRA Party’s continued provision of Services as of such date, PubCo shall pay the TRA Party for such Taxable Year the Tax Benefit Payment with respect to such Taxable Year. Each such Tax Benefit Payment shall be made by wire transfer of

immediately available funds to the bank account previously designated by the TRA Party to PubCo or as otherwise agreed by PubCo and the TRA Party. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated Tax payments, including, without limitation, U.S. federal estimated income Tax payments.

SECTION 3.2. **** No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

ARTICLE IV

TERMINATION

SECTION 4.1. **** Early Termination of Agreement; Breach of Agreement.

(a) With the written approval of a majority of the Independent Directors, and to the extent the TRA Party’s right to payment under this Agreement has not terminated earlier pursuant to Section 6.4, PubCo may terminate this Agreement with respect to all amounts payable to the TRA Party by paying to the TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by the TRA Party, and provided, further, that PubCo may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of the TRA Party by PubCo, PubCo shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). After PubCo makes all of the required Early Termination Payments, PubCo shall have no obligations under this Agreement with respect to the Deduction or Realized Tax Benefits arising therefrom. For the avoidance of doubt, this Section 4.1(a) shall not prevent PubCo and the TRA Party from negotiating a termination of the TRA Party’ rights under this Agreement for a payment that is different than the Early Termination Payment (an “Alternative Early Termination Payment”). In addition, this Section 4.1(a) shall not prevent PubCo and the TRA Party from negotiating an Alternative Early Termination Payment that would be binding on the TRA Party.

(b) In the event that PubCo (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise or (2)(A) commences any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all

or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) is party to any case, proceeding or other action of the nature referred to in clause (A) above commenced against it that remains undismissed or undischarged for a period of sixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach or the date of the applicable action under clause (2)(A) or (B) and shall include, but not be limited to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on such date, (y) any Tax Benefit Payment due and payable and that remains unpaid as of such date, and (z) any Tax Benefit Payment in respect of the TRA Party due for the Taxable Year ending with or including such date; provided, that procedures similar to the procedures of Section 4.2 shall apply with respect to the determination of the amount payable by PubCo pursuant to this sentence. Notwithstanding the foregoing, in the event that PubCo breaches this Agreement, to the fullest extent permitted by applicable law, the TRA Party shall be entitled to elect to receive the amounts set forth in clauses (x), (y) and (z) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if PubCo fails to make any Tax Benefit Payment when due to the extent that PubCo has insufficient funds to make such payment; provided, that the interest provisions of Section 5.2 shall apply to such late payment (unless PubCo does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).

SECTION 4.2. **** Early Termination Notice. If PubCo chooses to exercise its right of early termination under Section SECTION 4.1. (a) above, PubCo shall deliver to the TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early TerminationSchedule”) showing in reasonable detail the calculation of the Early Termination Payment(s) due for the TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the TRA Party is treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party (i) within thirty (30) calendar days after such date provides PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by PubCo. If PubCo and the TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by PubCo of the Material Objection Notice, PubCo and the TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.

SECTION 4.3. **** Payment upon Early Termination.

(a) Within three (3) calendar days after an Early Termination Effective Date, PubCo shall pay to the TRA Party an amount equal to the Early Termination Payment in respect of the TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by the TRA Party or as otherwise agreed by PubCo and the TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by the TRA Party to PubCo.

(b) “Early Termination Payment” in respect of the TRA Party shall equal the present value, discounted at the Early Termination Rate as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of the TRA Party that would be required to be paid by PubCo beginning from the Early Termination Date and assuming that the Valuation Assumptions in respect of the TRA Party are applied and that each Tax Benefit Payment for the relevant Taxable Year would be due and payable on the due date (without extensions) under applicable law as of the Early Termination Effective Date for filing of IRS Form 1120 (or any successor form) of PubCo.

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

SECTION 5.1. **** Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment required to be made by PubCo to the TRA Party under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of PubCo and its Subsidiaries (“Senior Obligations”) and shall rank pari passu in right of payment with all current or future unsecured obligations of PubCo that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the TRA Party and PubCo shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations. Notwithstanding any other provision of this Agreement to the contrary, to the extent that PubCo or any of its Affiliates enters into future Tax receivable or other similar agreements (“Future TRAs”), PubCo shall ensure that the terms of any such Future TRA shall provide that the Deductions subject to this Agreement are considered senior in priority to any Tax attributes subject to any such Future TRA for purposes of calculating the amount and timing of payments under any such Future TRA.

SECTION 5.2. **** Late Payments by PubCo. Subject to the proviso in the last sentence of Section 4.1(b), the amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to the TRA Party when due under the terms of this Agreement, whether as a result of Section 5.1 or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual payment.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION; SERVICE

SECTION 6.1. **** Participation in PubCo’s Tax Matters. Except as otherwise provided herein, PubCo shall have full responsibility for, and sole discretion over, all Tax matters concerning the Company, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, PubCo shall notify the TRA Party of, and keep the TRA Party reasonably informed with respect to, the portion of any audit of the Company, by a Taxing Authority the outcome of which is reasonably expected to materially affect the rights and obligations of a TRA Party under this Agreement, and shall provide to the TRA Party reasonable opportunity to provide information and other input to the Company and their respective advisors concerning the conduct of any such portion of such audit.

SECTION 6.2. **** Consistency. PubCo and the TRA Party agree to report and cause to be reported for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes, (i) Tax-related items (including, without limitation, the Deduction) in a manner consistent with that contemplated by this Agreement unless otherwise required by law, (ii) this Agreement an unfunded and unsecured promise to pay money in the future and thus not as “property” within the meaning of Treasury Regulations Section 1.83-3(e) and (iii) each Tax Benefit Payment and any other payment hereunder as a compensatory payment in respect of the Services.

PubCo shall (and shall cause the Company to) use commercially reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all TRA Party under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

SECTION 6.3. **** Cooperation. Each of PubCo and the TRA Party shall (a) furnish to the other party in a timely manner such information, documents and other materials as such party may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available to the other party and its representatives to provide explanations of documents and materials and such other information as such party or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and PubCo shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to this Section 6.3. Upon the request of the TRA Party, PubCo shall reasonably cooperate in taking any action reasonably requested by the TRA Party in connection with its tax or financial reporting, and/or the consummation of any assignment or transfer of any of its rights and/or obligations, under this Agreement, including without limitation, providing any information or executing any documentation reasonably requested by the TRA Party.

SECTION6.4. **** Services. No further payments shall be made to a TRA Party pursuant to this Agreement, including any Tax Benefit Payment or Early Termination Payment, and this Agreement shall terminate and have no further force and effect, in the event the TRA party has ceased providing the Services

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. **** Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to PubCo, to:

Arxis, Inc.

1332 Blue Hills Avenue

Bloomfield, CT 06002

Attn: Jennifer Allen

Email: J.Allen@arxis.com

If to the initial TRA Party, to:

Arcline Arxis Advisory I, L.P.

3803 Bedford Avenue, Suite 106

Nashville, TN 37215

Attn: Gib Efird

Email: gib@arcline.com

Any party may change its address, fax number or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.

SECTION 7.2. **** Counterparts. This Agreement may be executed in one or more counterparts (including counterparts transmitted electronically in portable document format (pdf)), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Electronic signatures shall be a valid method of executing this Agreement.

SECTION 7.3. **** EntireAgreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 7.4. **** Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

SECTION7.5. **** Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION7.6. **** Successors; Assignment; Amendments; Waivers.

(a) The TRA Party may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has (i) executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form of Exhibit A hereto, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) obtained the prior written consent of the TRA Party (not to be unreasonably withheld, conditioned or delayed).

(b) No provision of this Agreement may be amended unless such amendment is approved in writing by each of PubCo and by the TRA Party. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. PubCo shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of PubCo, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that PubCo would be required to perform if no such succession had taken place.

SECTION 7.7. **** Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

SECTION 7.8. **** Resolution of Disputes.

(a) Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in Delaware in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator within thirty (30) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in the State of Delaware and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), PubCo may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), the TRA Party (i) expressly consents to the application of paragraph (c) of this Section 7.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints PubCo as agent of the TRA Party for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise the TRA Party of any such service of process, shall be deemed in every respect effective service of process upon the TRA Party in any such action or proceeding.

(c) (i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN WILMINGTON, DELAWARE FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another; and

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 7.8 and such parties agree not to plead or claim the same.

SECTION 7.9. **** Reconciliation. In the event that PubCo and the TRA Party are unable to resolve a disagreement with respect to the matters governed by Sections 2.2 and 4.2 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless PubCo

and the TRA Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with PubCo or the TRA Party or other actual or potential conflict of interest. If PubCo and the TRA Party are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the TRA Party’s Deductions Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by PubCo, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by PubCo except as provided in the next sentence. PubCo and the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case PubCo shall reimburse the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts PubCo’s position, in which case the TRA Party shall reimburse PubCo for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on PubCo and each of the TRA Party and may be entered and enforced in any court having jurisdiction.

SECTION 7.10. **** Withholding. PubCo and its Affiliates, agents and representatives (each a “Withholding Agent”), shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Withholding Agent is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made. To the extent that any payment pursuant to this Agreement is not reduced by such deductions or withholdings, such recipient shall indemnify the applicable Withholding Agent for any amounts imposed by any Taxing Authority together with any costs and expenses related thereto. The TRA Party shall promptly provide PubCo or other applicable Withholding Agent with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable version of IRS Form W-8) reasonably requested, in order to avoid or reduce any deduction or withholding or in connection with determining whether any such deductions and withholdings are required under the Code or any provision of U.S. state, local or foreign Tax law.

SECTION 7.11. **** Confidentiality.

(a) Subject to the last sentence of Section 6.3, the TRA Party and its assignees acknowledge and agree that the information of PubCo is confidential and, except in the course of performing any duties as necessary for PubCo and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of PubCo, the Company and their Affiliates and successors. This Section 7.11 shall not apply to (i) any information that has been made publicly available by PubCo or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such returns. Notwithstanding anything to the contrary herein, the TRA Party and its assignees (and each employee, representative or other agent of the TRA Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of PubCo and its Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided to the TRA Party relating to such Tax treatment and Tax structure.

(b) If a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.11, PubCo shall have the right and remedy to have the provisions of this Section 7.11 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to PubCo or any of its Subsidiaries or the TRA Party and the accounts and funds managed by PubCo and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

[The remainder of this page is intentionally blank]

IN WITNESS WHEREOF, PubCo, the TRA Party, and the TRA Party have duly executed this Agreement as of the date first written above.

PubCo:
Arxis Inc.
By:	/s/ Azad Badakhsh
	Name: Azad Badakhsh
	Title: Chief Financial Officer

[Signature Page to Tax Receivable Agreement]

TRA Party:
ARCLINE ARXIS ADVISORY I, L.P.
By: Arcline Holdings, LLC<br><br><br>Its: General Partner
By:	/s/ Rajeev Amara
Name:	Rajeev Amara
Title:	Managing Member

[Signature Page to Tax Receivable Agreement]

Exhibit A

Form of Joinder

This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), is by and among Arxis Inc., a Delaware Corporation (including any successor corporation, “PubCo”), ______________________ (“Transferor”) and ______________________ (“Permitted Transferee”).

WHEREAS, on ______________________, Permitted Transferee shall acquire ______________________ percent of the Transferor’s right to receive payments that may become due and payable under the Tax Receivable Agreement (as defined below) (the “Acquired Interests”) from Transferor (the “Acquisition”); and

WHEREAS, Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.6(a) of the Tax Receivable Agreement, dated as of [ ], 2026, between PubCo and the TRA Party (as defined therein) (the “Tax Receivable Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.1 Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Section 1.2 Acquisition. For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Transferor and the Permitted Transferee, the Transferor hereby transfers and assigns absolutely to the Permitted Transferee all of the Acquired Interests.

Section 1.3 Joinder. Permitted Transferee hereby acknowledges and agrees (i) that it has received and read the Tax Receivable Agreement, (ii) that the Permitted Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Tax Receivable Agreement and (iii) to become a “TRA Party” (as defined in the Tax Receivable Agreement) for all purposes of the Tax Receivable Agreement.

Section 1.4 Notice. Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable Agreement.

Section 1.5 Governing Law. This Joinder shall be governed by and construed in accordance with the law of the State of Delaware.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.

ARXIS INC.
By:
	Name:
	Title:
[TRANSFEROR]
By:
	Name:
	Title:
[PERMITTED TRANSFEREE]
By:
	Name:
	Title:
Address for notices:

EX-10.6

Exhibit 10.6

AWARD AGREEMENT

This AWARD AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2026 (the “Grant Date”), by and between Arxis, Inc., a Delaware corporation (“Pubco” and, together with any of its current or future subsidiaries, whether direct or indirect, the “Company”), and Arcline Arxis Advisory I, L.P., a Delaware limited partnership (“Arcline”).

WHEREAS, the parties hereto have entered into that certain Amended and Restated Advisory and Consulting Services Agreement, made and entered into as of April 16, 2026 (the “Services Agreement”), pursuant to which Arcline will provide the Services (as defined in the Services Agreement), and has agreed to the restrictions on Transfer of the Restricted Securities (as each such term is defined in the Services Agreement) (the “Transfer Restrictions”) to the Company in exchange for the payment by the Company to Arcline of, among other things, the Convertible Consideration (as defined in the Services Agreement).

Issuance of Award. Pursuant to Sections 6.1 and 6.2 of the Services Agreement, in consideration of the Services to be provided by Arcline and Arcline’s agreement to the Transfer Restrictions, the Company hereby issues to Arcline, as Convertible Consideration, effective as of the Grant Date, an award (the “Award”) of one share of Convertible Common Stock (as defined in the Amended and Restated Certificate of Incorporation of Pubco, dated as of April 16, 2026 (the “Certificate of Incorporation”)). Arcline acknowledges and agrees that the Award shall be subject to all the applicable terms and conditions set forth in the Services Agreement and the Certificate of Incorporation, which are incorporated by reference herein.
Forfeiture.

(a) Arcline acknowledges and agrees that the Award, to the extent not previously converted into shares of Class A common stock, par value $0.01 per share, of Pubco (“Class A Common Stock”), shall be forfeited (the “Forfeiture”) on the earlier of (i) the 11-year anniversary of the closing date of the initial public offering of Pubco (the “IPO”), if the price of the shares of the Class A Common Stock has been equivalent to less than 1.5 times the initial price per share of Class A Common Stock paid by the public in the IPO (determined based on the daily volume weighted average price of the shares of Class A Common Stock for 75.0% of the trading days in the 12-month period ending on the trading day immediately preceding such anniversary date), and (ii) the date on which the Award is forfeited pursuant to Section 2(b) below (the earlier of the dates in clauses (i) and (ii), the “Forfeiture Date”). The Forfeiture shall include all dividends or other moneys payable in respect of the shares of Convertible Common Stock underlying the forfeited Award and not paid before the applicable Forfeiture Date. Any shares of Convertible Common Stock underlying the Award forfeited pursuant to this Section 2 shall be cancelled. Upon any such Forfeiture, Arcline shall cease to be a stockholder of Pubco with respect to the shares of Convertible Common Stock underlying the forfeited Award, and, if certificated, shall surrender to Pubco for cancellation the certificate or certificates representing such shares.

(b) In addition, upon the cessation of the Services by Arcline for any reason prior to the fifth anniversary of the Grant Date, the Award, to the extent not previously converted into shares of Class A common stock, par value $0.01 per share, shall be immediately forfeited.

Section 83(b) Election. Arcline shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of Arcline’s jurisdiction of organization) with respect to the Award.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any otherwise governing principles of conflicts of law.
Waiver of Jury Trial. AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted (without limitation) by facsimile or e-mail, and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument.
Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto.
Entire Agreement; Amendments. This Agreement contains the entire agreement among the parties hereto with respect to the matters herein contained and supersedes and preempts any prior understandings or agreements by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The provisions of this Agreement may be amended only with the prior written consent of Pubco and Arcline. This Agreement shall not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
Invalidity. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law and the parties hereby expressly acknowledge their desire that in such event such action be taken. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

Captions. The captions contained in this Agreement are for convenience only and shall have no bearing on the meaning, construction or interpretation of the provisions of this Agreement.

[Signature pages follow]

The parties hereto, intending to be legally bound hereby, have executed and delivered this Agreement as of the date first written above.

ARXIS, INC.
By:	/s/ Azad Badakhsh
Name: Azad Badakhsh
Title: Chief Financial Officer

[Signature Page to Award Agreement]

The parties hereto, intending to be legally bound hereby, have executed and delivered this Agreement as of the date first written above.

ARCLINE ARXIS ADVISORY I, L.P.
By: Arcline Holdings, LLC<br> <br>Its:<br>General Partner
By:	/s/ Rajeev Amara
Name:	Rajeev Amara
Title:	Managing Member

[Signature Page to Award Agreement]