Exhibit 10.1

Base Agreement Number: USEFIMYD7UZ

Embedded Solution Agreement

Purchase Commitment for Programs Transaction Document: 03

This is a Purchase Commitment for Programs Transaction Document (“TD”) under the Embedded Solution Agreement (“Base Agreement”) referenced above, the ESA Attachment for Programs,. This TD becomes effective when signed by both parties.

Unless this TD is signed by June 30, 2025, IBM reserves the right to reject the terms of this TD.

By signing below (by hand or where recognized by law, electronically), each party agrees to the terms of this TD. Once signed, both parties agree that 1) any reproduction of the TD made by reliable means (for example, photocopy or facsimile) is considered an original, unless invalid under local law; 2) this TD together with the Base Agreement and the Attachments, forms a separate agreement (“Agreement”) between the parties, to which all Programs listed in this TD are subject; and 3) this TD, together with the Base Agreement and Program Attachment, is the parties’ complete agreement and replaces all prior oral or written communications between the parties regarding the transactions described in this TD. All terms used in this TD and not otherwise defined herein shall have the meanings ascribed to such terms in the Base Agreement.

Base Agreement Number: USEFIMYD7UZ

Embedded Solution Agreement

Purchase Commitment for Programs Transaction Document: 03

For each Program listed in the tables in Schedule A – Subscription License Programs below, BP may license the Program for distribution to an End User as part of BP’s Embedded Solution.

In addition to the rights in the Base Agreement and Program Attachment, when BP’s Value Add is an application, BP may provide IBM Programs as part of a Hosted Embedded Solution to End Users, unless prohibited by the Program LI. A Hosted Embedded Solution means BP is providing access to the Embedded Solution from one or more remote data centers to End Users over the internet or a private network. BP agrees that access to the Embedded Solution by BP or its End User will be consistent with the Program’s LI.

Notwithstanding the definition of Territory in the Base Agreement, BP may permit End Users in the countries where IBM has exclusive dealing arrangements to access IBM Programs as part of a Hosted Embedded Solution, provided the IBM Programs (or portions thereof) are not downloaded into those countries.

BP must implement adequate controls (including where appropriate by means of specific terms in BP’s contracts) on physical access, communications, and software access to prevent End Users from reading, displaying, copying or transmitting the actual code or documentation of IBM Programs.

All copies of any IBM Program used to provide a Hosted Embedded Solution must always reside on BP’s servers (or servers BP manages that are located at BP’s facilities) unless otherwise specified in the applicable Attachment or TD and may not be downloaded or copied by End Users except as necessary to allow End Users to access the Embedded Solution. IBM Programs (or portions thereof) downloaded by End Users must be licensed under BP’s End User Agreement, as required by the Base Agreement, Program Attachment and this TD. BP must notify IBM in writing, and obtain IBM’s prior written approval, before installing or otherwise transferring any Program on any server not owned or managed by BP.

For Subscription Licenses or Fixed Term Licenses, BP is permitted to re-use quantities of the IBM Programs that were previously consumed for an End User’s active workload, to provide hosting to another End User during the term of the Program license.

Programs licensed under this TD are Subscription Licenses as indicated in Schedule A – Subscription License Programs. For each Subscription Program, BP has the right to use and receive Subscription and Support for a specific Subscription Term, as specified in the tables in Schedule A. A Subscription Term is the period for which BP agrees to pay IBM and begins on the date that BP’s order is accepted by IBM or on the date specified in the TD. A Subscription License Program cannot be terminated by BP during a Subscription Term. A Subscription License Program will terminate at the end of the Subscription Term. To renew an expiring Subscription License Program, BP must order a subsequent Subscription Term. If BP does not renew, the license rights to the Subscription License Program and access to S&S will terminate, and BP is required to uninstall and destroy all terminated copies of the affected Program.

IBM may withdraw this licensing model for a Program at any time. If the current TD term extends past the withdrawal date, IBM may continue to provide this licensing model until the end of the then current term or work with BP to establish an alternative solution.

Base Agreement Number: USEFIMYD7UZ

Aggregate Value means the sum of the quantities of SLPs that are placed into SLP Active Use by BP multiplied by the Unit Consumption Rate listed on Table 1 – SLP Catalog for that SLP.

SLP Active Use means deployment by BP in an Embedded Solution for production, test, or development (e.g. no ’stockpiling’ of licenses).

Commitment Term means the period during which BP is authorized to use a SLP, as indicated in Table 1 – SLP Catalog. SLPs cannot be terminated by BP.

Subscription License Program (also SLP) means an IBM Program, listed on Table 1 – SLP Catalog, that BP has the right to use and for which BP will receive IBM Subscription and Support during the Commitment Term. The Committed Term Start Date and Committed Term End Dates for each catalog are specified in Table 1.

SLP Calculation Date means the earlier of the Commitment Term End Date listed on Table 1 – SLP Catalog or the date of termination of the Agreement.

SLP Active Use is subject to the following:

BP must submit a copy of the SLP Catalog Report every 90 days after the Start Date, and immediately as required by Section 2B(iv) to https://systems-ordering.ibm.com. A Final SLP Catalog Report shall be submitted on the earlier of the Commitment Term End Date or termination of the Agreement pursuant to section 10a of the Base Agreement. BP shall use the format shown below, listing the deployed quantities at any point in time between the Start Date and the date of the report ("Total Deployment Quantity") and the quantity of such deployments in SLP Active Use on that date ("Currently in Active Use").

Example report for illustrative purposes only:

Base Agreement Number: USEFIMYD7UZ

For the avoidance of doubt, providing only installation or implementation services or hosting the Program alone is not considered significant new functionality or capability and does not constitute Value Add.

The term of this TD is three (3) years from the date the last party executes it, or from June 30, 2025, whichever is later (“Term”).

Base Agreement Number: USEFIMYD7UZ

Included in the Charges in this section are the Programs in Table 1 – SLP Catalog and Table 2 – Fixed Quantity Subscription License Programs that BP licenses pursuant to the terms of the Agreement.

BP shall pay IBM the Charges on or before the following dates: 

The Charges do not include any additional amounts incurred pursuant to the section of this Agreement entitled “Verification”. The Charges and any additional charges beyond the Charges incurred pursuant to the section entitled “Verification” are exclusive of any applicable duties, fees and taxes. BP is responsible for any such duties, fees and taxes including, but not limited to, withholding taxes and, if as a result of BP moving, accessing or using any of the Programs across a border, any customs duty, tax, levy or fee (including withholding taxes for the import or export of any such Program). The Charges are not cancelable. IBM will not accept returns or exchanges and will not issue credit for returns BP accepts from End Users.

Notwithstanding the terms of this Agreement or our prior practice, payment is not contingent upon issuance of a Purchase Order. All approvals required to issue payment have been obtained. The bill to, ship to addresses along with specific information and amounts due under this Agreement are included herein or in other documents related hereto. This order is firm and irrevocable. IBM will invoice BP for such amount and BP agrees to pay as specified in the invoice.

Base Agreement Number: USEFIMYD7UZ

Base Agreement Number: USEFIMYD7UZ

Schedule A – Subscription License Programs

Exhibit 10.2

Base Agreement Number: SEFIMYD7UZ

Embedded Solution Agreement

Cloud Services Subscription Transaction Document: 02

This is a Cloud Services Transaction Document (“TD”) under the: i) Embedded Solution Agreement (“Base Agreement”) and the Attachment for Cloud Services (“Attachment”); or ii) the Cloud Services Agreement (“Base Agreement”) and the Attachment for Embedded Solutions for Cloud Services (“Attachment”), as previously agreed to between the parties. This TD becomes effective as of the date the last party executes it (“Effective Date”).

Unless this TD is signed by 06/30/2025, IBM reserves the right to reject the terms of this TD.

By signing below (by hand or where recognized by law, electronically), each party agrees to the terms of this TD and the terms of the Service Description(s) referred to in this TD. Once signed, both parties agree that 1) any reproduction of this TD made by reliable means (for example, photocopy or facsimile) is considered an original, unless invalid under local law; 2) this TD, together with the Base Agreement, the Attachment, and the applicable Service Description(s), forms a separate agreement (collectively, the “Agreement”); and 3) this TD, together with the Base Agreement, the Attachment, and the applicable Service Description(s), is the parties' complete agreement and replaces all prior oral or written communications between the parties regarding the transactions described in this TD. All terms used in this TD and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Base Agreement Number: SEFIMYD7UZ

Embedded Solution Agreement

Cloud Services Subscription Transaction Document: 02

In addition to the Territory restriction in the Base Agreement and the applicable Attachment, BP may not distribute the Embedded Solution containing IBM Product(s) to End Users in Cuba, Iran, North Korea, Russia, Syria, Belarus, Crimea, and the Donetsk, Luhansk, Kherson and Zaporizhia (Zaporizhzhia) regions of Ukraine (collectively, “Prohibited Destinations”). In addition, BP may not distribute the Embedded Solution containing IBM Product(s) to: (i) majority-owned subsidiaries of any entity located or headquartered in any Prohibited Destination; or (ii) entities majority-owned by citizens of the Prohibited Destinations, or majority-owned by entities headquartered in any Prohibited Destination.

BP will receive the right to use the following Cloud Service(s) in accordance with the Agreement, the relevant Service Description(s), and this TD. BP will pay the applicable payment as described below for the Cloud Services BP acquires.

Cloud Service Subscriptions

BP may order the Cloud Service Subscription(s) listed below. Upon order execution, a provisioning code will be provided to the BP to activate the subscription.

Prices are based upon a committed contract value specified in the following Purchase Commitment Table. The specified amounts are the minimum cloud services value that BP commits to purchase during each year of this TD. For clarity, only paid orders for new licenses shall count towards the purchase commitment. At the end of each one-year period, IBM will compare BP's actual attainment to the purchase commitment for that period. If BP's attainment exceeds the purchase commitment in a given one-year period, the excess will be applied toward the commitment in the following year of this TD. If BP has not attained the commitment, BP agrees to submit to IBM a purchase order for cloud services in the amount of the remaining balance within 7 days of the end of the applicable one-year period. If BP fails to submit such purchase order, IBM may invoice BP the remaining balance and BP shall pay IBM for such amount.

Base Agreement Number: SEFIMYD7UZ

The latest version(s) of the following Service Description(s), which can be found at https://www.ibm.com/support/customer/csol/terms or also available in the Portal (if applicable), are incorporated herein by reference:

Service Descriptions, which apply to those specific Cloud Services.

For clarity, and notwithstanding the order of precedence in the Attachment, references in the Service Description(s) to: (i) ‘you’ or ‘Client’ shall mean BP and not End User; (ii) ‘Order Document’ shall mean this TD; and (iii) ‘Data Processing Addendum’ or ‘DPA’ shall mean IBM’s Data Processing Addendum for Business Partners (BP-DPA).

For the avoidance of doubt, providing only installation or implementation services or hosting the Product alone is not considered significant new functionality or capability and does not constitute Value Add.

The Value Add must include an application that contains commercial intellectual property that BP either owns or has the right to sublicense.

The term of this TD will be three years from the Effective Date (“Initial Term”). Additional Cloud Service TDs may be available for purchase for additional one (1) year terms, as mutually agreed to by the parties in writing. The discount above is based upon a $6,334,706.40 committed contract value over the 3 year period.

The charge for each selected Cloud Service subscription will be based on the rates quoted in Section 1 when BP places an order for each subscription of the Cloud Service. BP may purchase a Cloud Service subscription by placing an initial order as described below in Section 5C, or by placing written orders as described in this Section 5A. Each new Cloud Service subscription requires a written order from BP based on the terms of this TD or a quote generated by IBM. Orders submitted by BP in writing may be in the form of a purchase order at BP's option.

IBM will invoice BP in advance for the Cloud Service Subscription(s) BP orders. For Initial Orders, the billing frequency is indicated in the Initial Order Table in 5C below. For subsequent orders, BP will select a billing frequency available for the Cloud Service Subscription (e.g. monthly, quarterly, annually, or up-front) and indicate that selection on the written order submitted to IBM. If BP does not indicate a billing frequency on the written order, IBM will invoice BP monthly in advance for that order.

Base Agreement Number: SEFIMYD7UZ

Unless IBM otherwise notifies BP in writing, Cloud Service subscription orders (including purchase orders if BP elects to provide them) are to be emailed to the following address:

Electronically: https://systems-ordering.ibm.com

BP is placing the following order for the Cloud Services subscription(s) below upon TD signing. Notwithstanding the terms of this Agreement or our prior practice, payment is not contingent upon issuance of a purchase order. All approvals required to issue payment have been obtained. Billing Frequency is specified in the Initial Order Table below. Amounts are due upon receipt of the invoice and payable within 75 days of the invoice date. The bill to, ship to addresses along with specific ordering information and amounts due under this Agreement are included herein or in other documents related hereto. This order is firm and irrevocable. Any additional Cloud Service subscriptions will be ordered and paid for as specified in in this Agreement.

Initial Order Table – Cloud Service Subscriptions

Base Agreement Number: SEFIMYD7UZ

Technical support for Cloud Services is described in the Service Description(s) listed in Section 2 (“Technical Support”). IBM provides Technical Support to BP and not to End Users. BP will develop a service plan to enable convenient, efficient, and timely support of Cloud Services it markets as an Embedded Solution. The service plan will include, but not be limited to, (i) maintaining a support process adequate to support the latest release of and provide service for all Cloud Services for which BP provides services, (ii) an escalation process, (iii) identification and maintenance of qualified technical support personnel and mutually-agreed resource commitments, management contacts, and support location(s), and (iv) logging and reporting procedures for BP's service activities.

BP will provide Level 1 Support which means BP will be the initial contact for all service requests from End Users regarding the Embedded Solution. BP will only refer requests to IBM through BP's designated technical support personnel and processes after BP 1) validates that the Cloud Service is eligible for support and 2) performs its respective responsibilities.