Browse EX-10 agreements

AMENDMENT NO. 1 TO

SERIES C SUBSCRIPTION AGREEMENT

This AMENDMENT NO. 1 (“Amendment No.*** 1*”) is entered into on August 12, 2026, by and among Evernorth Holdings Inc., a Nevada corporation (“Pubco”), Pathfinder Digital Assets LLC, a Delaware limited liability company (the “Company”), Armada Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), and Arrington XRP Capital Fund, LP, a Delaware limited partnership (“Subscriber”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Subscription Agreement (as defined below).

WHEREAS, Pubco, the Company, SPAC and Subscriber are party to the Series C Subscription Agreement, dated as of October 19, 2025 (the “Subscription Agreement” and, as amended by this Amendment No. 1, the “Amended Subscription Agreement”);

WHEREAS, Pubco believes it is in the best interests of all parties that certain revisions be made to the terms of the Subscription Agreement; and

WHEREAS, pursuant to Section 11(j) of the Subscription Agreement, the Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties thereto.

NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound hereby, the parties hereto hereby agree to amend the Subscription Agreement as follows:

Section 1(b) shall be replaced in its entirety with the following:

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CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the “Agreement”) is made and entered into as of August 10th 2026 (the “Effective Date”), by and between American Fusion Inc., a Texas corporation (the “Company”), and JRMS Consulting LLC, a Texas limited liability company, with an address at 401 N. Carroll Ave., Suite 192, Southlake, Texas 76092 (the “Consultant”). The Company and the Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company desires to retain Consultant to provide board governance, strategic advisory, corporate finance, business development, capital markets, sales, and related consulting services in support of the Company’s business and strategic objectives;

WHEREAS, the Company desires to appoint John Gerdin, as the designated individual of Consultant, to serve as an independent member of the Board of Directors, and Consultant is willing to cause Mr. Gerdin to serve in such capacity;

WHEREAS, Consultant possesses extensive experience in Financial Restructuring; Private equity sales, Fund Raising, Investor Relations, Company Formation & Promotion, Client Pitching, Brand Positioning, Lead Generation, High-net-worth client handling, Privacy and asset protection, Confidentiality management,

WHEREAS, the parties acknowledge and agree that Consultant is not being engaged as an employee of the Company, and that this Agreement reflects an independent contractor relationship on a 1099 basis, separate and apart from any employment arrangement;

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as of July 30, 2026

RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
LIFTOFF MOBILE, INC.
2026 OMNIBUS INCENTIVE PLAN

(RSU Grant – Non-Employee Director)

Liftoff Mobile, Inc., a Delaware corporation (the “Company”), pursuant to the Liftoff Mobile, Inc. 2026 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto) (the “RSU Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:    [NAME]

Date of Grant:     [DATE]

Number of RSUs:     [#####]

Vesting Schedule:    [Provided the Participant has not undergone a Termination prior to the applicable vesting date (or event), 100% of the RSUs will vest on the earlier of (i) the first anniversary of the Date of Grant and (ii) the first scheduled annual meeting of the stockholders of the Company following the Date of Grant; provided, however, that the RSUs will, to the extent not vested, vest in full upon a Change in Control, subject to the Participant’s continued service with the Company through immediately prior to such Change in Control.]1

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Liftoff Non-Employee Director Compensation Policy

The Board of Directors (the “Board”) of Liftoff Mobile, Inc. (the “Company”) has adopted this compensation policy for the Company’s eligible directors (this “Director Compensation Policy”). For purposes of this Director Compensation Policy, “Eligible Director” has the meaning set forth under “Eligibility” below. Equity awards under this Director Compensation Policy will be granted under the Company’s 2026 Omnibus Incentive Plan, as it may be amended or amended and restated from time to time (the “Plan”). This Director Compensation Policy shall become effective upon the Effective Date (as herein defined), and shall remain in effect until it is amended, modified or terminated by further action of the Board.

Cash Compensation

Eligible Directors are entitled to receive the following cash compensation for their service under this Director Compensation Policy:

●$50,000 retainer per year for each Eligible Director;

●$25,000 additional retainer per year for service in the applicable Board leadership role, whether as Chairperson of the Board or Lead Director;

●$30,000 additional retainer per year for the chair of the Audit Committee;

●$10,000 additional retainer per year for each other member of the Audit Committee;

●$25,000 additional retainer per year for the chair of the Nominating and Corporate Governance Committee;

●$10,000 additional retainer per year for each other member of the Nominating and Corporate Governance Committee;

●$20,000 additional retainer per year for the chair of the Compensation Committee; and

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Exhibit 10.3

EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is dated as of May 7, 2026, and is by DOLPHIN ENTERTAINMENT, INC., a Florida corporation (“Pledgor”), in favor of FVP SERVICING, LLC, in its capacity as administrative agent for the Lenders under the Loan Agreement (as defined below) (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such term in the Loan Agreement.

BACKGROUND

1.Pledgor is the owner of the number of the Equity Interests listed next to its name on Schedule A in SHORE FIRE MEDIA, LTD., a New York corporation, and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (each, a “Pledged Entity” and, together, “Pledged Entities”).

2.Contemporaneously with the execution of this Agreement, the Pledged Entities, as borrowers (each, a “Borrower” and, together, “Borrowers”), are entering into a Loan Agreement (as amended, modified, supplemented, extended, restated or renewed from time to time, the “Loan Agreement”) with Administrative Agent and the lenders party thereto (collectively, the “Lenders”), pursuant to which, among other things, the Lenders have agreed to make one or more term loans to Borrowers in the aggregate original principal amount of up to $5,000,000 (the “Loan”).

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EXECUTION COPY

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and effective as of May 7, 2026, by and among each “Grantor” identified on the signature pages hereto, and each other direct or indirect Subsidiary of any Grantor added as a “Grantor” hereunder (each, a “Grantor”; collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a Delaware limited liability company, as administrative agent (including any successor, participant, assignee or transferee thereof, “Administrative Agent”) for itself and the Lenders (as defined in the Loan Agreement referred to below).

R E C I T A L S

WHEREAS, pursuant to that certain Loan Agreement (as amended, restated, supplemented, extended or otherwise modified from time to time, the “Loan Agreement”) dated as of the date hereof by and among Shore Fire Media, Ltd. (“Shore Fire”), The Door Marketing Group, LLC (“The Door”; The Door and Shore Fire, each, a “Borrower” and, together, “Borrowers”), Administrative Agent and the Lenders from time to time party thereto, each Grantor is required to have executed and delivered this Security Agreement encumbering substantially all of each Grantor’s tangible and intangible personal property assets in favor of Administrative Agent for the ratable benefit of itself and the Lenders; and

WHEREAS, each Grantor has determined that it is in its best interest to execute this Security Agreement.

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EXECUTION COPY

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) dated as May 7, 2026, is made by and among SHORE FIRE MEDIA, LTD., a New York corporation (“Shore Fire”), and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (“The Door”; The Door and Shore Fire, each, a “Borrower” and, together, “Borrowers”); each other Loan Party (as defined below) from time to time party hereto; each financial institution that from time to time is a Lender (as defined below) hereunder; and FVP SERVICING, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administrative Agent” and together with Borrowers and the Lenders, the “Parties”, and each, a “Party”).

W I T N E S S E T H:

WHEREAS, Borrowers have requested that the Lenders extend credit to Borrowers in the form of a term loan credit facility more particularly described herein, and the Lenders are each willing to do so on the terms, conditions and provisions set forth herein.

NOW, THEREFORE, upon the terms and conditions hereinafter stated, and in consideration of the mutual premises set forth above and other adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS AND RULES OF CONSTRUCTION

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SECOND AMENDED AND RESTATED DST DEALER MANAGER AGREEMENT

June 26, 2026

Blue Owl Securities LLC

399 Park Avenue, 38th floor
New York, NY 10022

Ladies and Gentlemen:

This Second Amended and Restated DST Dealer Manager Agreement (this “Agreement”) is entered into by and among Blue Owl Real Estate Exchange LLC, a Delaware limited liability company (the “Sponsor”), Blue Owl Securities LLC, a Delaware limited liability company (the “Dealer Manager”) and, solely with respect to its obligations with respect to the OP Unit Investor Servicing Fee set forth in Section 4hereof, Blue Owl NLT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”).

The Sponsor is offering (each, an “Offering” and collectively, the “Offerings”) in one or more private placements exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”), in the aggregate not to exceed $3,000,000,000 (such amount may be adjusted by Blue Owl Real Estate Net Lease Trust, a Maryland statutory trust (“Blue Owl REIT”)) of Class 1 beneficial interests (“DST Interests”) in one or more Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the terms and conditions set forth in the applicable Confidential Private Placement Memorandum for each Offering (as may be amended or supplemented from time to

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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

BETWEEN

Southland Holdings, Inc.

AND

Keith Bassano

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into by and between Southland Holdings, Inc., a Delaware corporation (the "Employer"), and Keith Bassano (the "Employee"), effective as of August 11, 2026.

WHEREAS, on May 9, 2025, the Employer and Employee entered that certain Employment Agreement, establishing the terms and conditions of Employee's employment with the Employer;

WHEREAS, the Employer desires to continue employing the Employee, and the Employee desires to continue being employed by the Employer, on the terms and subject to the conditions hereinafter set forth;

WHEREAS, this Agreement amends and restates the Employment Agreement, and the Employment Agreement as well as any of Employee's rights or entitlements under the same are of no further force or effect;

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EXECUTION VERSION

FIRST AMENDMENT AND LENDER JOINDER
TO REVOLVING CREDIT AGREEMENT

This FIRST AMENDMENT AND LENDER JOINDER TO REVOLVING CREDIT AGREEMENT, dated as of June 17, 2026, (this “Amendment and Joinder”), is entered into by and among K-PEC LIQUIDITY LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower Representative”), as a borrower, the other parties listed on the signature pages hereto as “Borrowers” (collectively with the Borrower Representative, the “Borrowers”), SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as the administrative agent (in such capacity, the “Administrative Agent”), the Lenders identified on the signature pages hereto as “Existing Lenders” (the “Existing Lenders”), and the lending institution identified on the signature pages hereto as a “New Lender” (the “New Lender” and together with the Existing Lenders, the “Lenders”).

RECITALS

WHEREAS, reference is made to that certain Revolving Credit Agreement, dated as of December 23, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the Borrowers, the Existing Lenders and the Administrative Agent;

WHEREAS, the parties hereto wish to amend the Credit Agreement pursuant to Section 10.05 thereof as further described herein;

WHEREAS, the New Lender will be joining the facility as an additional “Lender” (as such term is defined in the Credit Agreement) on and after the date hereof; and

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EXECUTION VERSION

FACILITY UPSIZE AND LENDER JOINDER AGREEMENT

This FACILITY UPSIZE AND LENDER JOINDER AGREEMENT (this “Joinder”) is made as of June 3, 2026 by and among the Borrower (as defined below), Sumitomo Mitsui Banking Corporation as the Administrative Agent (as defined below) and the Additional Lender listed on Schedule 1 hereto (the “Additional Lender”).

Reference is made to that certain Revolving Credit Agreement, dated as of January 9, 2024, entered into by and among K-PRIME AG Financing LP, a limited partnership formed under the laws of the Province of Ontario, acting by its general partner K-Prime Hedge-Finance GP Limited, an exempted company duly incorporated with limited liability under the laws of the Cayman Islands, as the borrower (the “Borrower”), Sumitomo Mitsui Banking Corporation and KKR Capital Markets, as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Sumitomo Mitsui Banking Corporation, as the administrative agent (in such capacity, the “Administrative Agent”) (as the same may be modified, amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement and, for purposes hereof, the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.

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VIVASOR, INC.

PROMISSORY NOTE

(Revolving Line of Credit)

Maximum Credit Amount: Up to $20,000,000 August 8, 2026

FOR VALUE RECEIVED, Vivasor, Inc. (the “Company”) located at 9380 Judicial Dr, San Diego, CA 92121,hereby promises to pay Scilex Holding Company (the “Holder”), a Delaware corporation, having a principal place of business at 960 San Antonio Road, Palo Alto, CA 94303, the aggregate outstanding principal amount of all advances made hereunder from time to time (as further described below), which shall not exceed twenty million dollars ($20,000,000) (the “Maximum Credit Amount”).

This PROMISSORY NOTE (as amended, restated, supplemented, modified or replaced from time to time, this “Note”) shall take effect as of August 8, 2026 (“Effective Date”).

The Note shall have a maturity date of one hundred twenty (120) months from the Effective Date (the “Maturity Date”). This Note evidences a revolving line of credit. Subject to the terms hereof, the Company may request advances under this Note (each, a “Drawdown”) at any time and from time to time prior to the Maturity Date, in multiple Drawdowns, provided that the aggregate outstanding principal balance of all Drawdowns at any time outstanding shall not exceed the Maximum Credit Amount. Amounts of principal repaid by the Company may be reborrowed, subject to the terms and conditions of this Note. Notwithstanding the foregoing, this Note is uncommitted, and the Holder shall have no obligation to fund any Drawdown; each Drawdown shall be funded only if, when, and to the extent agreed by the Holder in its sole

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