Browse EX-10 agreements

**INTELLECTUAL PROPERTY MATTERS AGREEMENT **

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is entered into by and among Modine Manufacturing Company, a Wisconsin corporation (“Company”), Platinum SpinCo Inc., a Delaware corporation (“SpinCo”) and Gentherm Incorporated, a Michigan corporation (“Gold” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).

R E C I T A L S:

WHEREAS, the Company, Gold, and SpinCo are parties to that certain Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”), pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to transfer, and cause certain of its Subsidiaries to transfer, to the SpinCo Group, and SpinCo has agreed to accept and assume from the Company and such Subsidiaries, the SpinCo Assets and the SpinCo Liabilities (the “Separation”);

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6/16/2026

Sagar Shah

Dear Sagar,

As you know, on October 19, 2025, Evernorth Holdings, Inc. (the “Parent”), Pathfinder Digital Assets LLC (the “Company”) and Armada Acquisition Corp. II entered into that certain Business Combination Agreement (as may be amended from time to time, the “BCA”), pursuant to which the Parent will become a publicly traded company, with the Company continuing as a subsidiary of the Parent (the transactions contemplated by the BCA, the “Transactions”).

In connection with the Transaction, we are pleased to offer you employment with the Company on the terms and conditions set forth in this Executive Employment Offer Letter (together with all exhibits hereto, this “Agreement”). Any capitalized terms that are not defined in this Agreement will have the meaning given to such terms as set forth on Exhibit A hereto.

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6/8/2026

Jessica Jonas

Dear Jess,

As you know, on October 19, 2025, Evernorth Holdings, Inc. (the “Parent”), Pathfinder Digital Assets LLC (the “Company”) and Armada Acquisition Corp. II entered into that certain Business Combination Agreement (as may be amended from time to time, the “BCA”), pursuant to which the Parent will become a publicly traded company, with the Company continuing as a subsidiary of the Parent (the transactions contemplated by the BCA, the “Transactions”).

In connection with the Transaction, we are pleased to offer you employment with the Company on the terms and conditions set forth in this Executive Employment Offer Letter (together with all exhibits hereto, this “Agreement”). Any capitalized terms that are not defined in this Agreement will have the meaning given to such terms as set forth on Exhibit A hereto.

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6/8/2026

Meg Nakamura

Dear Meg,

As you know, on October 19, 2025, Evernorth Holdings, Inc. (the “Parent”), Pathfinder Digital Assets LLC (the “Company”) and Armada Acquisition Corp. II entered into that certain Business Combination Agreement (as may be amended from time to time, the “BCA”), pursuant to which the Parent will become a publicly traded company, with the Company continuing as a subsidiary of the Parent (the transactions contemplated by the BCA, the “Transactions”).

In connection with the Transaction, we are pleased to offer you employment with the Company on the terms and conditions set forth in this Executive Employment Offer Letter (together with all exhibits hereto, this “Agreement”). Any capitalized terms that are not defined in this Agreement will have the meaning given to such terms as set forth on Exhibit A hereto.

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FOURTH AMENDMENT TO CREDIT AGREEMENT

This Fourth Amendment to Credit Agreement (this “Fourth Amendment”), dated as of May 5, 2026 (the “Fourth Amendment Effective Date”), is entered into by and among FORGE NANO, INC., a Delaware corporation (“Borrower”), each of the undersigned Lenders party to the Credit Agreement (as defined below), and OIC INVESTMENT AGENT, LLC, as administrative agent and collateral gent (the “Agent”).

RECITALS

WHEREAS, the parties hereto have entered into that certain Credit Agreement, dated as of May 5, 2023, among Borrower, the Lenders from time to time party thereto, and the Agent (and as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

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FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Credit Agreement (this “Amendment”) is made and entered into as of May 26, 2023 (the “Effective Date”) by and among FORGE NANO, INC., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time (collectively, the “Lenders”) and OIC Investment Agent, LLC, as Administrative Agent and Collateral Agent for the Lenders. The Borrower, the Collateral Agent, Administrative Agent, and the Lenders shall be referred to hereunder collectively as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS, reference is made to that certain Credit Agreement, dated as of May 5, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each of the Lenders, the Administrative Agent and Collateral Agent.

WHEREAS, the Parties desire to amend the Credit Agreement on the terms and conditions set forth herein.

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**12300 Grant Street **

Thornton, CO 80241

June 2nd, 2021

Dr. Curtis Zimmermann, Esq.

Via email

Dear Curtis:

**Position. **We are pleased to offer you the position of Chief Legal Counsel with Forge Nano, Inc. (the “Company”), with an anticipated commencement date of September 27, 2020. Your work location will be Thornton, Colorado, but you will be allowed to work remotely. You will be expected to be present at the company head quarters quarterly at a minimum and potentially more as agreed upon with your superior. You will report to Paul Lichty, CEO and shall have the duties and responsibilities set forth in Exhibit A, other customary duties of the position and such other reasonable duties and responsibilities as shall be assigned to you from time to time. You agree to devote your full time and best efforts to the performance of your duties to the Company. This is a full-time exempt position.

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Exhibit 10.10

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”), dated May 8, 2026 (the “Amendment Effective Date”), is made between 401 SOUTHPORT, LLC, a Delaware limited liability company (“Landlord”), and FORGE BATTERY, INC., a Delaware corporation (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated March 31, 2025 (the “Lease”), whereby Landlord leases to Tenant the parcel of land located on 401 Southport Drive, Morrisville, NC and referred to as CaMP Morrisville, as more particularly described in the Lease (the “Premises”); and

WHEREAS, Landlord and Tenant desire to amend the Lease upon the terms and provisions contained in this Amendment.

NOW THEREFORE, pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained in the Lease and herein, the Lease, as of the Amendment Effective Date, is hereby modified and amended as set forth below:

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This **AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT **(this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and the borrower listed on Schedule I hereto (“Borrower”) and amends and restates, in its entirety, that certain Loan and Security Agreement by and among Bank, Borrower, and ALD NANOSOLUTIONS, INC., a Colorado corporation dated as of February 10, 2021 (as amended from time to time, the “Original Agreement”). The parties agree as follows:

	1	LOAN AND TERMS OF PAYMENT

	1.1	Term Loan Advances.

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EXECUTIVE EMPLOYMENT AGREEMENT

**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(“Agreement”) is entered into and to be effective as of September 14, 2020 (the “Effective Date”), between Michael Kleinberg (the “Executive”) and Forge Nano, Inc. (the “Company”).

RECITALS

A.The Company is in the business of nano-coating of batteries and catalysts and related products and technology, and all work relating to the above (the “Business”).

B.The Company wishes to employ the Executive in connection with its operation and development of the Business, and the Executive is willing to make his services available to the Company pursuant to the terms and conditions of this Agreement.

C.Capitalized terms defined in this Agreement or the recitals to this Agreement shall have the respective meaning provided therein.

AGREEMENT

In consideration of the foregoing, the covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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CREDIT AGREEMENT

dated as of

May 5, 2023

among

FORGE NANO, INC.,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

OIC INVESTMENT AGENT, LLC,

as Administrative Agent and Collateral Agent

$20,000,000 Senior Secured Term Loan Facility

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS		1

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