EX-10.1 2 d44986dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

WAIVER

Reference is made to the letter agreement, dated May 20, 2025 (the “Insider Letter), among Armada Sponsor II LLC (the “Sponsor”), Armada Acquisition Corp. II (the “SPAC”), Stephen P. Herbet, Douglas M. Lurio, Thomas A. Decker, Mohammad A. Khan and Celso L. White.

The Sponsor desires to transfer (the “Securities Sale”) all of its Class B ordinary shares and private placement units in the SPAC to Arrington XRP Capital Fund, LP, a Delaware limited partnership.

In order to effectuate the Securities Sale, the Sponsor requires a waiver of the provisions of Section 7 of the Insider Letter.

For good and valid consideration, the receipt of which hereby is acknowledged, the parties hereto hereby irrevocably waive the provisions of Section 7 of the Insider Letter to the extent, but only to the extent, necessary or desirable to facilitate the Securities Sale.


IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Waiver in New York, New York as of this 28th day of August, 2025.

 

ARMADA SPONSOR II LLC

By:  

/s/ Stephen P. Herbert

Name:   Stephen P. Herbert
Title:   Managing Member
By:  

/s/ Douglas M. Lurio

Name:   Douglas M. Lurio
Title:   Managing Member
ARMADA ACQUISITION CORP. II
By:  

/s/ Stephen P. Herbert

Name:   Stephen P. Herbert
Title:   Chief Executive Officer
By:  

/s/ Stephen P. Herbert

Name:   Stephen P. Herbert
By:  

/s/ Douglas M. Lurio

Name:   Douglas M. Lurio

 

By:  

/s/ Thomas A. Decker

Name:   Thomas A. Decker
By:  

/s/ Mohammad A. Khan

Name:   Mohammad A. Khan
By:  

/s/ Celso L. White

Name:   Celso L. White
 

 

ACKNOWLEDGED AND AGREED:
COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC
By:  

/s/ Jerry Serowik

Name:   Jerry Serowik
Title:   Senior Managing Director
NORTHLAND SECURITIES, INC.
By:  

/s/ Jeff Peterson

Name:   Jeff Peterson
Title:   Co-Head of Investment Banking