Browse EX-10 agreements

JOINT VENTURE FORMATION AGREEMENT

Date: October 1, 2026

Party A: NETCLASS TECHNOLOGY INC

**Party B: **Wang Xiangdong

**Party C: **Future Science and Education Development Foundation Limited

Cooperation Background

Party A, as a Nasdaq-listed company, has strong capabilities in software development, the research, development and application of artificial intelligence-related technologies, and access to capital markets. Party B and Party C have corresponding advantages in market development and commercial resources. Based on the complementary strengths of the Parties, the Parties intend to cooperate in the development of the relevant business..

The Parties agree to jointly establish Linkee AI Company Limited in Hong Kong on the following terms:

1. Company and Ownership

**Company Name: **Linkee AI Company Limited (领羿人工智能有限公司)

**Place of Incorporation: **Hong Kong Special Administrative Region

**Initial Capital Arrangement: **HKD 10,000

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***Execution Version ***

**AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENT **

AMENDMENT NO. 4 to the REVOLVING CREDIT AGREEMENT, dated as of October 9, 2026 (this “Amendment”), by and between MAV INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), MCGRAW-HILL EDUCATION, INC., a Delaware corporation (the “Lead Borrower”), each of the other Credit Parties party hereto, each of the Lenders and Issuing Banks party hereto, each of the Replacement Lenders (as defined below) (in such capacity, solely with respect to Section 5 hereof) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as the Swingline Lender;

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***Execution Version ***

**AMENDMENT AND RESTATEMENT AGREEMENT NO. 1 **

This AMENDMENT AND RESTATEMENT AGREEMENT NO. 1 (this “Restatement”) dated as of October 9, 2026 to the CREDIT AGREEMENT, dated as of July 30, 2021 (as amended by Amendment No. 1, dated as of November 1, 2021, Amendment No. 2, dated as of June 26, 2023, Amendment No. 3, dated as of June 27, 2023, Amendment No. 4, dated as of June 27, 2024, as amended by Amendment No. 5, dated as of August 6, 2024, as amended by Amendment No. 6, dated as of February 6, 2025, as amended by Amendment No. 7, dated as of September 8, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date (as defined below), the “Existing Credit Agreement”; the Existing Credit Agreement, as amended and restated by this restatement, the “Amended and Restated Credit Agreement”), by and among MAV INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), MCGRAW-HILL EDUCATION, INC., a Delaware corporation (the “Borrower”), the other Credit Parties party

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October 8, 2026

Peter Williams

pbwilliams@sbcglobal.net

Dear Peter,

In connection with your separation from your role as Senior Vice President and Chief Product Officer of Fluence Energy, Inc. (“Fluence” and, together with its affiliated and related entities, the “Company”), we believe it is mutually beneficial to put in writing the terms of such separation.

Your employment with the Company terminated effective September 11, 2026 (the “Termination Date”). In lieu of any severance payments and benefits that you might have in certain circumstances otherwise been eligible to receive under the Fluence Energy, Inc. Executive Severance Plan (the “Executive Severance Plan”), the Company has agreed to provide you with the following payments and benefits, subject to your execution and non-revocation of the release attached hereto as Exhibit A (the “Release”), within 21 days following the date of this letter and the lapse of any revocation period related thereto:

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**TAX RECEIVABLE AGREEMENT **

**between **

**Evernorth Holdings Inc. **

**and **

**THE PERSONS NAMED HEREIN **

Dated as of October 9, 2026

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TABLE OF CONTENTS

| | | | | | | | | -------------------------------------------------------- | - | -------------------------------------------------------------------- | : | :--: | -: | - | | | | | | | | | | | | | | Page | | | | ARTICLE I DEFINITIONS | | | | | 2 | |

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**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 **

				PAGE
ARTICLE 1
DEFINITIONS AND USAGE

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Exhibit 10.1(b)

The Boeing Company

    P.O. Box 3707

    Seattle, WA 98124 2207

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

DAL-PA-04696-LA-1705301R2

Delta Air Lines, Inc.

Department 923

1030 Delta Boulevard

Atlanta, GA 30354

Subject:    Option Aircraft

Reference:    Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to Model 737-10 aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-1705301R1.

1.    Right to Purchase Option Aircraft.

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Exhibit 10.1(a)

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SUPPLEMENTAL AGREEMENT NO. 05

to

PURCHASE AGREEMENT NO. PA-04696

between

THE BOEING COMPANY

and

DELTA AIR LINES, INC.

Relating to

Boeing Model 737-10 Aircraft

DAL-PA-04696        SA-05

Page 1

BOEING PROPRIETARY

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Supplemental Agreement No. 05

to

Purchase Agreement No. PA-04696

between

The Boeing Company

and

Delta Air Lines, Inc.

______________________________

This Supplemental Agreement No. 05 (Supplemental Agreement) dated as of September 29, 2026 amends Purchase Agreement No. PA-04696 dated as of July 18, 2022 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to the purchase and sale of model 737-10 aircraft (Aircraft).

PURPOSE:

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