Browse EX-10 agreements

Exhibit 10.1

 

Execution Version

 

AMENDMENT NO. 6

 

AMENDMENT NO. 6, dated as of June 30, 2026 (this “Amendment”), among Westrock Beverage Solutions, LLC, a Delaware limited liability company (the “Borrower”), Westrock Coffee Company, a Delaware corporation (“Holdings”), the other Guarantors party hereto, the Lenders and Issuing Banks party hereto and Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), to the Credit Agreement dated as of August 29, 2022 (as amended by that certain Incremental Assumption Agreement and Amendment No. 1, dated as of February 14, 2023, Amendment No. 2, dated as of June 30, 2023, Amendment No. 3, dated as of February 15, 2024, Incremental Assumption Agreement and Amendment No. 4, dated as of January 15, 2025 and Amendment No. 5, dated as of November 4, 2025 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”)

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”), dated as of June 30, 2026, is entered into by and among Advanced Biomed Inc., a Nevada corporation (“Seller”), Miaozhu Zhao (the “Buyer”) and Advanced Biomed Inc. (Taiwan), a company organized under the laws of Taiwan (the Republic of China) and a wholly-owned subsidiary of the Seller (the “Target”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

 

RECITALS

 

WHEREAS, Seller owns all of the issued and outstanding equity interest of the Target;

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all of the issued and outstanding equity interest of the Target (the “Target Equity Interest”), subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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EX10.1 - Separation, Release

4930-6561-1447v.1

EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “Agreement”) dated as of June 26,

2026, is entered into by and between AHS Management Company, Inc. (“AHS”), including all of

its parents, subsidiaries, affiliates, predecessors and successors (collectively and individually, the

“Company”), and Martin J. Bonick (“Employee”).

RECITALS

WHEREAS, Employee has been employed as President and Chief Executive Officer of

AHS and has served in such position with respect to Ardent Health, Inc. (“Parent”) pursuant to

that certain Amended and Restated Employment Agreement dated January 10, 2025, between

Employee and AHS (“Employment Agreement”);

WHEREAS, Employee has been a member of the Board of Directors of Parent (the

“Board”) and, in addition to Employee’s above-described positions with respect to the Company,

may be serving as an officer or director of certain affiliates of Parent and AHS;

WHEREAS, by virtue of his service as President and Chief Executive Officer of AHS

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Document

Exhibit 10.1

CHARGEPOINT HOLDINGS, INC.

FIRST AMENDMENT TO

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

 

This FIRST AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Amendment”) by and between ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), and Rick Wilmer (the “Executive”) is entered into and made effective as of June 29, 2026 (the “Amendment Date”). 

WITNESSETH

WHEREAS, the Company and Executive entered into that certain Severance and Change in Control Agreement, dated November 15, 2023 (the “Severance Agreement”); and

WHEREAS, the Company and Executive now wish to amend the Severance Agreement as provided herein, effective as of the Amendment Date.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth below, the Company and Executive hereby agree as follows:

1.Section 1 of the Severance Agreement is amended in its entirety to read as follows:

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EXECUTION COPY

THIRD AMENDMENT

TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 25, 2026 (this “Amendment”), to the Existing Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among BLUE OWL CAPITAL CORPORATION (f/k/a OWL ROCK CAPITAL CORPORATION), a Maryland corporation (the “Borrower”), solely with respect to Section 5.9 herein, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and TRUIST BANK, as Administrative Agent (the “Administrative Agent”) and, solely with respect to Section 5.11 herein, as Collateral Agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

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Document

*CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENT

This Amendment Number Nine to Loan and Security Agreement (this “Amendment”) is entered into as of June 26, 2026 (the “Ninth Amendment Effective Date”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), [***], administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and as book runner (in such capacity, together with its successors and assigns in such capacity,

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Exhibit 10.2

Execution Version

TENTH AMENDMENT TO CREDIT AGREEMENT

 

This TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 24, 2026 (including the annexes, schedules, exhibits and other attachments hereto, this “Tenth Amendment”), by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto and Citibank, N.A., as Administrative Agent and as Collateral Agent. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement (as defined below) as modified hereby.

 

RECITALS:

 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of February 4, 2022 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the Tenth Amendment Effective Date referred to below, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto, the Administrative Agent, the Collateral Agent and the other parties named therein;

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Exhibit 10.1

Execution Version

EIGHTEENTH AMENDMENT TO CREDIT AGREEMENT

 

This EIGHTEENTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 24, 2026 (including the annexes, schedules, exhibits and other attachments hereto, this “Eighteenth Amendment”), by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Borrower”), the financial institutions providing 2026-A New Revolving Credit Commitments (as defined below) (each, a “2026-A New Revolving Loan Lender”), the 2026 Revolving Credit Lenders, the Letter of Credit Issuers and Citibank, N.A., as Administrative Agent and as Collateral Agent. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement (as defined below) as modified hereby.

 

RECITALS:

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SIXTH AMENDMENT

TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013

This sixth Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the “Amendment”) is made and executed as of this 29****th day of June, 2026 (“Effective Date of Amendment”) by and between

Orion Corporation, Business Identity Code 1999212-6, a company registered under the laws of Finland and having its principal office at Orionintie 1, 02200 Espoo, Finland (hereinafter referred to as “Orion”); and

Tenax Therapeutics, Inc., EIN number 26-2593535, a company registered under the laws of the State of Delaware, and having its principal office at 101 Glen Lennox Drive, Suite 300, Chapel Hill, NC 27517, USA (hereinafter referred to as “Licensee”).

Orion and Licensee are collectively referred to herein as the “Parties” and each individually as a “Party”.

 

WHEREAS,

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EXHIBIT 10.1

 

EXECUTION VERSION

 

 

 

 

 

 

CREDIT AGREEMENT

Dated as of June 25, 2026

by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent,

THE LENDERS THAT ARE PARTIES HERETO as Lenders,

and

WORTHINGTON STEEL, INC. as Borrower,

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WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIBANK, N.A., BANK OF AMERICA, N.A., PNC CAPITAL MARKETS LLC and KEYBANC CAPITAL MARKETS INC. as Joint Lead Arrangers and Joint Bookrunners

 

 

 

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TABLE OF CONTENTS

1. DEFINITIONS AND CONSTRUCTION.

1

1.1 Definitions

1

1.2 Accounting Terms

57

1.3 UCC; PPSA

58

1.4 Construction

58

1.5 Time References

59

1.6 Schedules and Exhibits

59

1.7 Exchange Rates; Currency Equivalents; Applicable Currency

59

1.8 Rounding

60

1.9 Guarantees

60

1.10 Covenant Compliance Generally

60

1.11 Limited Condition Transactions

60

1.12 Divisions

61

1.13 Rates

61

1.14 Certain Calculations

61

2. LOANS AND TERMS OF PAYMENT.

62

2.1 Revolving Loans

62

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