Browse EX-10 agreements

**AMENDED AND RESTATED **

**REGISTRATION RIGHTS AGREEMENT **

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 9, 2025 (the “Effective Date”), is made and entered into by and among Evernorth Holdings Inc., a Nevada corporation (“Pubco”), Armada Acquisition Corp. II, a Delaware corporation (the “SPAC”), Arrington XRP Capital Fund, LP, a Delaware limited partnership (the “Sponsor”), Cohen and Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Northland Securities, Inc. (“Northland”, and together with the SPAC, the Sponsor and CCM, the “Holders”* *and each, a “Holder”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Business Combination Agreement entered into by and among the SPAC, Pubco, Evernorth Corporate Merger Sub Inc., Pathfinder Digital Assets LLC, Evernorth Company Merger Sub LLC and Ripple Labs Inc., a Delaware corporation, on or about the date hereof (as may be amended from time to time, the “***Bu

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FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), made and entered into as of the 9th day of October, 2026, by and between Evernorth Holdings Inc., a Nevada corporation (the “Company”), and _________ (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

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***Execution Version ***

**EVERNORTH HOLDINGS INC. **

**2026 OMNIBUS INCENTIVE PLAN **

Section 1. Purpose. The purpose of the Evernorth Holdings Inc. 2026 Omnibus Incentive Plan (as may amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Evernorth Holdings Inc. (the “Company”), thereby furthering the best interests of the Company and its shareholders.

Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.

(b) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.

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**EVERNORTH HOLDINGS INC. **

**EMPLOYEE STOCK PURCHASE PLAN **

Section 1. Purpose. This Evernorth Holdings Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide employees of the Company and its Participating Companies with an opportunity to acquire a proprietary interest in the Company through the purchase of Shares. The Plan has two components: (a) one component (the “423 Component”) is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent and (b) the other component (the “Non-423 Component”) which is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, authorizes the grant of options to purchase Shares pursuant to rules, procedures or sub-plans adopted by the Committee that may be designed to achieve certain tax, securities laws or other objectives for Eligible Employees, as determined in the discretion of the Committee. Except as otherwise provided herein, the Non-423 Component will operate and be

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**Execution Version **

**AMENDED AND RESTATED **

**LIMITED LIABILITY COMPANY AGREEMENT **

**of **

**PATHFINDER DIGITAL ASSETS LLC **

Dated as of October 9, 2026

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**TABLE OF CONTENTS **

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ARTICLE 1
DEFINITIONS AND USAGE

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EIGHTH AMENDMENT TO CREDIT AGREEMENT

EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 9, 2026 (this “Amendment”), is by and among GRAY MEDIA, INC., a Georgia corporation (the “Borrower”), the other Guarantors party hereto (together with the Borrower, the “Loan Parties”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) and the Eighth Amendment Incremental Term G Lender (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Amended Credit Agreement referred to below.

W I T N E S S E T H:

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SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (“Agreement”) is entered into by and between Myriad Genetics, Inc. (together with its subsidiaries, affiliates, successors and assigns, the “Company”) and Brian Donnelly (“Executive” and together with the Company, the “Parties” and each a “Party”).

WHEREAS, Executive was employed by the Company as the Company’s Chief Commercial Officer;

WHEREAS, the Parties executed a Severance and Change in Control Agreement on May 1, 2025 (the “Severance Agreement”); and

WHEREAS, Executive’s employment with the Company has terminated, and the parties desire to resolve any and all disputes or potential disputes that may exist between them, including, but not limited to, those relating to Executive’s employment with, or separation from, the Company.

NOW THEREFORE, in consideration of the mutual promises made herein, the Parties agree as follows:

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FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 9, 2026, by and among INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), a Delaware corporation (the “Company”), the subsidiary guarantors party to the Indenture referred to below (the “SubsidiaryGuarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, the Company and Subsidiary Guarantors have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture, dated as of August 4, 2025 (as supplemented and amended through the date hereof, the “Indenture”), providing for the issuance of 9.5% Convertible Senior Secured Notes due 2027 (the “Notes”);

WHEREAS, Section 16.02 of the Indenture provides that the Company may amend or supplement certain provision of the Indenture with the consent of the Holder of each outstanding Note affected thereby;

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 7, 2026, by and between Cheetah Net Supply Chain Service Inc., a Delaware corporation (Nasdaq: CTNT) (the “Company”), and Huan Liu, an individual, solely in his individual capacity and not in his capacity as an officer or director of the Company (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, the Shares, at the Purchase Price, for the Subscription Amount.

WHEREAS, the Purchaser is the Chief Executive Officer, Director and Chairman of the Board of Directors of the Company, and the Board of Directors of the Company, acting through a committee of disinterested directors, has reviewed and approved the transactions contemplated hereby as a related-party transaction.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2026 between Mangoceuticals, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, (i) shares of Common Stock (as defined below) (the “Shares”) and (ii) Common Warrants (as defined below) to purchase shares of Common Stock (the “Warrant Shares” and, together with the Shares and the Common Warrants, the “Securities”), in a registered direct offering, as more fully described in this Agreement. The Shares, the Common Warrants and the Warrant Shares are registered under the Registration Statement (as defined belo

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AMENDMENT NO. 5 TO MARGIN LOAN AGREEMENT

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This AMENDMENT NO. 5 (this “Amendment”), dated as of October 9, 2026, to the Margin Loan Agreement, dated as of March 31, 2023 (as amended by Amendment No. 1, dated as of October 6, 2023, Amendment No. 2, dated as of September 30, 2024, Amendment No. 3 dated as of January 23, 2025, and Amendment No. 4 dated as of March 28, 2025, and as further amended, restated, supplemented or modified from time to time, the “Margin Loan Agreement”), by and among Star Investment Holdings SPV LLC (the “Borrower”), Morgan Stanley Bank, N.A., as initial Lender and the other Lenders party thereto from time to time, Morgan Stanley Senior Funding, Inc., as Administrative Agent (the “Administrative Agent), and Morgan Stanley & Co. LLC, as Calculation Agent, is entered into by and among the Borrower and the Lenders, and acknowledged by the Administrative Agent.

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FORM OF
ASSET REPRESENTATIONS REVIEW AGREEMENT

BMW VEHICLE LEASE TRUST 2026-2,

as Issuer

and

BMW FINANCIAL SERVICES NA, LLC,

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

_____________________________

Dated as of October 14, 2026

_____________________________

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TABLE OF CONTENTS

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