Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2025, TEN Holdings, Inc. (the "Company") entered into a digital reseller program agreement (the "Agreement") with Xcyte Digital Corporation ("Xcyte"), pursuant to which the Company has the right to integrate, bundle, and resell Xcyte's conferencing products and services into the Company's offerings to its current and future customers. The Agreement, which has an initial term of three years (the "Initial Term"), provides for automatic renewal for successive one year terms unless either party provides thirty days prior notice of its intent not to renew the Agreement. During the Initial Term, the Company will pay Xcyte fixed annualized fees, in monthly installments, for Xcyte products and services provided to the Company's current customers. For Xcyte products and services provided to future customers of the Company, the Company will pay the lesser of 50% of revenue related to Xcyte products and services collected from the applicable future customer or the list price of the Xcyte products and services less applicable discounts required under the Agreement. The Agreement includes mutual indemnification and confidentiality provisions and such other provisions, including representations and warranties and covenants, customary for reseller program agreements. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties therein, and may be subject to limitations agreed upon by the contracting parties. The Agreement is expressly conditioned upon the execution of an escrow agreement by both parties within 20 days after effective date of the Agreement.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be included as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2025. Investors and other interested parties are encouraged to read in its entirety the Agreement because it contains important information not otherwise described herein.