Browse EX-10 agreements

Execution Version

Published CUSIP Number:    90224VAN2

Revolving Credit CUSIP Number:    90224VAP7

$1,000,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 28, 2026,

by and among

TYLER TECHNOLOGIES, INC., as Borrower,

the Lenders referred to herein, as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an Issuing Lender

PNC BANK, NATIONAL ASSOCIATION,

TRUIST BANK, and JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agents

and

BANK OF AMERICA, N.A.,

CITIZENS BANK, N.A., GOLDMAN SACHS BANK USA, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents

WELLS FARGO SECURITIES, LLC,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC.,

and

JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners

220889375_6

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TABLE OF CONTENTS

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Date:	May 28, 2026
To:	FG Merger II Corp., a Nevada corporation (“FGMC”) and BOXABL Inc., a Nevada corporation (“Target”).
Address:	FGMC: 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143; Target: 5345 E. N. Belt Road, North Las Vegas, NV 89115
From:	Atsion Opportunity Fund LLC – Series 2 (“Seller”)
Re:	OTC Equity Prepaid Forward Transaction

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ASSIGNMENT AND NOVATION AGREEMENT

This Assignment and Novation Agreement (the “Agreement”) is made by and among Atsion Opportunity Fund LLC – Series 2, a Delaware limited liability company (“Assignor”), FG Capital Partners, LLC, a Nevada limited liability company (the “Purchaser” or “Assignee”), FG Merger II Corp., a Nevada corporation (“Counterparty”) and BOXABL Inc., a Nevada corporation (“Target”) as of May 28, 2026. The Assignor, the Purchaser, the Counterparty and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”

RECITALS

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Date:	May 28, 2026
To:	FG Merger II Corp., a Nevada corporation (“FGMC”) and BOXABL Inc., a Nevada corporation (“Target”).
Address:	FGMC: 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143; Target: 5345 E. N. Belt Road, North Las Vegas, NV 89115
From:	Atsion Opportunity Fund LLC – Series 2 (“Seller”)
Re:	OTC Equity Prepaid Forward Transaction

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ASSIGNMENT AND NOVATION AGREEMENT

This Assignment and Novation Agreement (the “Agreement”) is made by and among Atsion Opportunity Fund LLC – Series 2, a Delaware limited liability company (“Assignor”), FG Capital Partners, LLC, a Nevada limited liability company (the “Purchaser” or “Assignee”), FG Merger II Corp., a Nevada corporation (“Counterparty”) and BOXABL Inc., a Nevada corporation (“Target”) as of May 28, 2026. The Assignor, the Purchaser, the Counterparty and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”

RECITALS

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FIRST AMENDMENT TO KIDZ AI INC.

SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE KIDZ AI INC. (F/K/A CLASSOVER HOLDINGS, INC.) SECURITIES PURCHASE AGREEMENT (THIS “AMENDMENT”),is made and effective as of May 28, 2026 (“Effective Date”), by and among KIDZ AI Inc. (f/k/a Classover Holdings, Inc.), a Nevada corporation (the “Company”), and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, on May 30, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Secured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, pursuant to Section 1(e) of the Purchase Agreement, the Holder may purchase at Additional Closings Additional Notes substantially in the form of Exhibit A to the Purchase Agreement;

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[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NO

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SECOND AMENDMENT AND LENDER JOINDER TO THE CREDIT AGREEMENT

This SECOND AMENDMENT AND LENDER JOINDER TO THE CREDIT AGREEMENT, dated as of May 27, 2026 (this “Amendment”), is entered into by and among BXPE US AGGREGATOR (CYM) L.P., a Cayman Islands exempted limited partnership (the “Initial Primary Borrower”), acting through its general partner, Blackstone Private Equity Strategies Associates L.P., a Delaware limited partnership, the other Borrowers listed on the signature pages hereto (together with the Initial Primary Borrower, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the Administrative Agent and a Lender under the Credit Agreement (as defined below), and each of the other financial institutions party hereto as Lenders. Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement.

RECITALS:

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SHAREHOLDER VOTING, SUPPORT AND LOCK-UP AGREEMENT, dated as of May 25, 2026 (this “Agreement”), among Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Terra Quantum AG, a public limited company organized under the Laws of Switzerland (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

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SPONSOR SUPPORT AGREEMENT, dated as of May 25, 2026 (this “Agreement”), among Terra Quantum AG, a public limited company organized under the Laws of Switzerland (the “Company”), Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and Axiom Intelligence Holdings 1, LLC, a Delaware limited liability company (“Sponsor”).

WHEREAS, the Company, SPAC and Markus Pflitsch, an individual, solely in his capacity as representative for the Company Shareholders, the Swiss HoldCo Shareholders and the Management Shareholders (the “Shareholder Representative”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement) providing for the merger of SPAC with and into Merger Sub with Merger Sub surviving as a wholly owned subsidiary of PubCo (the “Initial

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SHAREHOLDER VOTING, SUPPORT AND LOCK-UP AGREEMENT, dated as of May 25, 2026 (this “Agreement”), among Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Terra Quantum AG, a public limited company organized under the Laws of Switzerland (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

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SPONSOR SUPPORT AGREEMENT, dated as of May 25, 2026 (this “Agreement”), among Terra Quantum AG, a public limited company organized under the Laws of Switzerland (the “Company”), Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and Axiom Intelligence Holdings 1, LLC, a Delaware limited liability company (“Sponsor”).

WHEREAS, the Company, SPAC and Markus Pflitsch, an individual, solely in his capacity as representative for the Company Shareholders, the Swiss HoldCo Shareholders and the Management Shareholders (the “Shareholder Representative”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement) providing for the merger of SPAC with and into Merger Sub with Merger Sub surviving as a wholly owned subsidiary of PubCo (the “Initial

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