Browse EX-10 agreements

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

Foundry Production Agreement

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Confidential

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

CONSENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT

This CONSENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”),dated as of September 18, 2024 (the “Effective Date”),is made and entered into by and among Knowles Corporation, a Delaware corporation (“Knowles”),Syntiant Corp., a Delaware corporation (“Syntiant”),and Sony Electronics Inc., a Delaware corporation (“Sony”).

W I T N E S SE T H:

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of _____________, 20__, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).

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RECITALS:

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to the risk of expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, in order to attract highly competent persons, who have become more reluctant to serve as directors, officers or in other capacities, it is desirable that they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

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SERIES Z PREFERRED STOCK PURCHASE AND VOTING AGREEMENT

This Series Z Preferred Stock Purchase and Voting Agreement (this “Agreement”) is entered into as of June 23, 2026, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and IONIC DIGITAL SERIES Z TRUST, a Delaware statutory trust (the “Stockholder”).

WHEREAS, the Stockholder proposes to purchase from the Company, and the Company proposes to sell to the Stockholder, 40,000 shares of shares of Series Z Preferred Stock, par value $0.00001 per share, of the Company (the “Series Z Preferred Stock”) established by the board of directors of the Company (the “Board of Directors”) pursuant to the Certificate of Designation of Series Z Preferred Stock, filed with the Secretary of State of the State of Delaware on June 23, 2026 (the “Certificate of Designation”);

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of July [●], 2026 by and among Launch One Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch One Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned investors, severally and not jointly (collectively referred to herein as, the “Investor”).

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RECITALS

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WHEREAS, the Sponsor was initially issued Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) in a private placement prior to the Company’s initial public offering (the “IPO”), which Class B Ordinary Shares were converted into Class A Ordinary Shares (as defined below) on July 6, 2026 (such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares, the “Founder Shares”);

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**PURCHASE AGREEMENT **

**between **

**AFS SENSUB CORP. **

**Purchaser **

**and **

**AMERICREDIT FINANCIAL SERVICES, INC. **

**D/B/A GM FINANCIAL **

**Seller **

**Dated as of July 15, 2026 **

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**TABLE OF CONTENTS **

| | | | | | | | | ----------------------------------------------------------------------------- | - | --------------------------------------------------------------------------- | : | :---: | -----: | ----- | | | | | | | | | | | | | | Page | | |

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ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2026-3,

Issuer

AMERICREDIT FINANCIAL SERVICES, INC.

D/B/A GM FINANCIAL,

Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

Asset Representations Reviewer

Dated as of July 15, 2026

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TABLE OF CONTENTS

| | | | | | | | | ------------------------------------------------------- | - | ----------------------------------------------------------- | : | - | -: | - | | | | | | | | | | ARTICLE I DEFINITIONS | | | | | 1 | | | Section 1.1. | | Definitions | | | 1 | |

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Date: 6/24/2026

Asheesh Birla

[***]

[***]

Dear Asheesh,

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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May 26, 2026

Matt Frymier

[***]

[***]

Dear Matt,

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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[DATE]

[______]

Via E-mail

**Re: Special Founder RSU Award **

**Dear [_____]: **

As you know, on October 19, 2025, Evernorth Holdings, Inc. (the “Company”), Pathfinder Digital Assets LLC (“Pathfinder”) 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 Company will become a publicly traded company, with Pathfinder continuing as a subsidiary of the Company (the transactions contemplated by the BCA, the “Transactions”).

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EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT

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This Exclusive Distribution License Agreement (the “Agreement”) is made and effective as of July 7, 2026 (“Effective Date”) by and between **Frenel Inc., **an Israeli company having its principal place of business at Hamelachot 21 Blvd. Modiin, Israel (the “Frenel” or “Company”) and Wrap Technologies Inc., registered at 3350 Virginia Street, Miami, FL. USA 33133 (“Wrap” or “Partner”). Wrap and the Company may be referred to individually as a “Party” or collectively as the “Parties”.

**WHEREAS, **the Company has developed certain proprietary image processing software (IPS) for polarimetric thermal imaging enhancing sensor based spatial perception and anomaly detection for machine vision; and

WHEREAS, Wrap possesses certain knowledge, expertise and business contacts in the relevant markets to introduce the Company to potential customers interested in subscribing to Company’s Solution; and

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INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 7th day of July 2026, by and among FRENEL IMAGING LTD, a company incorporated under the laws of the State of Israel with registration number 516262821 (the “Company”), the persons and entities identified in Schedule 1 attached hereto (collectively, the “Ordinary Holders”), and the persons and entities identified in *Schedule 2 *attached hereto (the “Preferred Holders” and, together with the Ordinary Holders, severally a “Holder” and collectively the “Holders”).

RECITALS

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