Browse EX-10 agreements

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EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of August 25, 2026, is made by and between NextTrip, Inc., a Nevada corporation (the “Company”), and Monaco Investment Partners II, LP (the “Holder”).

WHEREAS, pursuant to that certain Line of Credit Agreement dated as May 6, 2025, as amended (the “Credit Agreement”) by and between the Holder and the Company, the Holder has advanced to the Company an aggregate principal amount of $3,000,000 (the “Credit Limit”);

WHEREAS, the Company has authorized a new series of convertible preferred stock designated as Series B Preferred Stock, $0.001 par value, the terms of which are set forth in the Certificate of Designation (the “Certificate of Designation”) in the form attached hereto as Exhibit A (the “Preferred Stock”), which Preferred Stock shall be convertible (the “Conversion Shares”) into the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), in accordance with the terms of the Certificate of Designation;

WHEREAS, the Holder and the Company desire and hereby agree, to increase the Credit Limit by $500,000 (the “Credit Increase” and the aggregate value together with the Credit Limit, the “Advances”); and

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SECURITIES PURCHASE AGREEMENT

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THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2026, between Lianhe Sowell International Group Ltd 联合索威尔国际集团有限公司, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

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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, securities of the Company as more fully described in this Agreement.

AGREEMENT

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NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

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FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of ______________________by and between Advance JV Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

Expenses shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.

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FORM OF *** EXECUTIVE OFFICER EMPLOYMENT AGREEMENT***

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [   ], by and between Advance JV Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [   ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

The Executive hereby accepts a position of [   ] of the Company (the “Employment”).

	2.	TERM

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SEPARATION, RELEASE, AND COOPERATION AGREEMENT

This Separation, Release, AND Cooperation Agreement (“Separation Agreement” or “Agreement”) is between Kellye Walker (“Employee”), an individual, and Deere & Company (the “Company”).

Employee’s employment with the Company will terminate effective as of July 17, 2026 (the “Separation Date”), subject to the terms below. Employee’s last day of work was May 19, 2026. Employee and the Company have agreed to settle any actual or potential disputes completely now and forever, and in consideration of Employee’s agreement to the terms of this Separation Agreement, the Company has agreed to provide Employee the severance payment, as described below, which Employee agrees is in addition to whatever compensation or benefits Employee is already entitled to receive from the Company.

1.In exchange for and in the consideration of Employee’s release of claims and other promises set forth in this Separation Agreement, the Company and the Employee agree to the following considerations:

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SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of August 25, 2026 (this “Amendment”), is entered into among FIDELITY PRIVATE CREDIT COMPANY LLC (f/k/a FIDELITY PRIVATE CREDIT COMPANY II LLC) (the “Borrower”), solely with respect to Section 5.10herein, the SUBSIDIARY GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and TRUIST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).

RECITALS

WHEREAS, the Borrower, as successor by merger to Fidelity Private Credit Company LLC (the “Original Borrower”), the Lenders and Issuing Banks party thereto, ING Capital LLC, as Valuation Agent, and the Administrative Agent are parties to that certain Senior Secured Revolving Credit Agreement dated as of June 16, 2025 (as amended by that certain Limited Consent and First Amendment to Senior Secured Revolving Credit Agreement, dated as of March 24, 2026, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders extended certain commitments and made certain loans to the Borrower;

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**THIS WARRANT AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IS PROVIDED TO SUCH EFFECT. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED. **

Alpha Modus Holdings, Inc.

Warrant for the Purchase of Shares of Class A Common Stock

Issuance Date:________________

51,621,560 shares of Class A Common Stock in the aggregate

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of August 26, 2026 is by and among each person named on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the Company and the Investors have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell to the Investors certain shares of Common Stock and accompanying warrants in accordance with the terms of the Purchase Agreement.

WHEREAS, pursuant to the terms of, and in consideration for the Investors entering into, the Purchase Agreement, and to induce the Investors to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investors with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investors hereby agree as follows:

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Exhibit 10.1

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SECURITIES PURCHASE AGREEMENT (BITCOIN-BACKED PRIVATE PLACEMENT)

This SECURITIES PURCHASE AGREEMENT, dated as of August 26, 2026 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”), and the 10 persons or entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), afforded by Regulation S promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act, with respect to offers and sales of securities occurring outside the United States;

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Execution Version

Assignment of Units

This Assignment of Units (this “Agreement”) is entered into as of August 24, 2026, by and among October’s Very Own ULC, a British Columbia unlimited liability company (“Assignor”), OWL Opco, LLC, a Delaware limited liability company (“Assignee”) and ABG Intermediate Holdings 2, LLC, a Delaware limited liability company (the “Managing Member”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of ABG-OVO LLC, dated as of August 24, 2026 (as amended from time to time, the “Operating Agreement”).

RECITALS

WHEREAS, Assignor owns, beneficially and of record, 49 Class A Units representing a 49% Percentage Interest (the “OVO Units”) in ABG-OVO LLC, a Delaware limited liability company (the “Company”).

WHEREAS, Assignor desires to transfer, convey, deliver and assign to Assignee, from the OVO Units, all of its right, title and interest in and to 5 Class A Units representing a 5% Percentage Interest (the “Assigned Units”) in the Company, and Assignee desires to accept the Assigned Units.

WHEREAS, in consideration for the Assigned Units, Assignee desires to pay to Assignor, and Assignor desires to accept, $6,000,000.00 (the “Purchase Price”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

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Execution Version

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 24, 2026, by and among V OPCO, LLC (f/k/a VINCE, LLC), a Delaware limited liability company (the “Borrower”), the Guarantors signatory hereto, each Lender signatory hereto, each L/C Issuer signatory hereto, and BANK OF AMERICA, N.A., as administrative agent and collateral agent under the Loan Documents (in such capacities, the “Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Agent, and the financial institutions from time to time party thereto as lenders (the “Lenders”) are parties to that certain Credit Agreement, dated as of June 23, 2023 (as amended by that certain First Amendment to Credit Agreement, dated as of January 22, 2025, that certain Second Amendment to Credit Agreement, dated as of March 18, 2026, and as further amended, restated, amended and restated, supplemented, modified, or otherwise in effect from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended hereby, the “Amended Credit Agreement”);

WHEREAS, the Borrower and the Guarantors have requested that the Agent and the Lenders agree to, and the Agent and the Lenders have expressed their willingness to, amend the Credit Agreement as provided herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL BECAUSE IT WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

OVO

LICENSE AGREEMENT

SUMMARY OF COMMERCIAL TERMS

(“Commercial Terms”)

This Agreement (as hereinafter defined) is effective as of the Effective Datedefined below, and is by and between ABG-OVO LLC, a Delaware limited liability company (“Licensor”) andthe Licenseedefined below (Licensor and Licensee may be hereinafter referred to, each individually as a “Party”, and collectively as the “Parties”).

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