Browse EX-10 agreements

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Exhibit 10.3

EXECUTION VERSION

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDEDFROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATIONTHAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This First Amendment to Asset Purchase Agreement (together with Exhibit A-1, this “Amendment”), is made as of February 27, 2026 (the “Effective Date”), by and among (i) Vireo Health, Inc., a Delaware corporation (“ Original Buyer”), (ii) Vireo Growth Inc., a British Columbia corporation (“Parent”), (iii) the entities set forth on the “Acquiring Entities” signature page attached hereto (collectively, the “ Acquiring Entities”), (iv) the entities set forth on the “Company” signature page attached hereto (collectively, the “Company”), (v) PharmaCann Inc., a Delaware corporation (“PharmaCann”), and (vi) Argent Institutional Trust Company, as collateral agent under the Indenture (as defined below) (“Agent”). The Company and PharmaCann are each referred to herein as a “Company Party,” and collectively as the “Company Parties.” The Original Buyer, Parent, and the Acquiring Entities are collectively referred to as the “Vireo Parties.” Agent, the Company, PharmaCann, the Acquiring Entities, Original Buyer and Parent are each referred to herein as a “Party,” and collectively as the “Parties.”

RECITALS

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FIFTH AMENDMENT

FIFTH AMENDMENT, dated as of May 12, 2026 (this “Amendment”), among Cinemark Holdings, Inc., a Delaware corporation, as parent guarantor (the “Parent”), Cinemark USA, Inc., a Texas corporation (together with any of its permitted successors and assigns, the “Borrower”), each of the Guarantors party hereto, the Lenders parties hereto, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), to the Second Amended and Restated Credit Agreement, dated as of May 26, 2023, among the Parent, the Borrower, the Lenders from time to time parties thereto, the other agents and arrangers named therein and the Administrative Agent (as amended by the First Amendment, dated as of May 28, 2024, the Second Amendment, dated as of November 29, 2024, the Third Amendment, dated as of June 30, 2025, the Fourth Amendment, dated as of September 5, 2025, and as further amended, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

A. Pursuant to Section 9.02 of the Credit Agreement, the Borrower may from time to time request Replacement Term Loans, subject to the terms and conditions set forth therein.

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Execution Version THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 25, 2026 (this “Amendment”), is entered into by and among NEW MOUNTAIN PRIVATE CREDIT FUND SPV I, L.L.C., a Delaware limited liability company, as Borrower (the “Borrower”), NEW MOUNTAIN PRIVATE CREDIT FUND, a Maryland statutory trust, as the equityholder (in such capacity, the “Equityholder”) and as the collateral manager (in such capacity, the “Collateral Manager”), the LENDERS from time to time party hereto, GS ASL LLC, as administrative agent (in such capacity, the “Administrative Agent”), GOLDMAN SACHS BANK USA as syndication agent (in such capacity, the “Syndication Agent”) and WESTERN ALLIANCE TRUST COMPANY, N.A. (“WATCNA”) as collateral administrator (in such capacity, the “Collateral Administrator”), collateral agent (in such capacity, the “Collateral Agent”) and collateral custodian (in such capacity, the “Custodian”). R E C I T A L S WHEREAS, the Borrower, the Lenders, the Administrative Agent, the Syndication Agent and WATCNA have entered into that certain First Amended and Restated Credit Agreement dated as of December 17, 2024 (as amended by the First Amendment to First Amended and Restated Credit Agreement dated as of April 29, 2025 and the Second Amendment to First Amended and Restated Credit Agreement dated as of December 17, 2025, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment and as may be further amended, supplemented or otherwise modified

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SETTLEMENTAGREEMENTANDRELEASEOFCLAIMS

This Settlement Agreement and Release of Claims (this “Agreement”) is entered into and effective as of March 27, 2026 (the “Effective Date”), by and among Clark/Lewis, a Joint Venture (“Clark/Lewis”); American Bridge Company (“AB”); the sureties issuing Payment and Performance Bond Nos. 9196529/387007832 on behalf of AB, Zurich American Insurance Company, Fidelity and Deposit Company of Maryland, and Liberty Mutual Insurance Company (together, the “AB Sureties”); the Washington State Convention Center (“WSCC”); and Smith Currie Oles LLP (“SCO”). The parties are individually referred to as a “Party” and together as the “Parties.”

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Recitals

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A.On or about April 21, 2017, Clark/Lewis entered into a General Contractor / Construction Manager Agreement (“GC/CM Agreement”) with the WSCC, a King County public facilities district, for the construction of the Washington State Convention Center expansion project in Seattle (the “Project”).

B.Clark/Lewis engaged AB to provide and furnish labor, materials, equipment, and other services for the Project (the “Work”) and Clark/Lewis and AB executed a subcontract for the Work on or about March 7, 2018 (the “Subcontract”).

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AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN

Effective May 8, 2026

This Amended and Restated Distribution Reinvestment Plan (the “Plan”) is adopted by TPG Twin Brook Capital Income Fund (the “Fund”) and amends and restates in its entirety the Distribution Reinvestment Plan adopted by the Fund effective as of October 25, 2022.

1.Distribution Reinvestment. As agent for the shareholders (the “Shareholders”) of the Fund who (i) purchase Class S shares, Class D shares or Class I shares of the Fund’s common shares of beneficial interest (collectively the “Shares”) pursuant to the Fund’s continuous public offering (the “Offering”), or (ii) purchase Shares pursuant to any future offering of the Fund, and who do not opt out of participating in the Plan (or, in the case of investors in certain states that do not permit automatic enrollment in the Plan, as described in the Prospectus (defined below) (the “Opt-In States”), and clients of participating broker-dealers that do not permit automatic enrollment in the Plan, who opt to participate in the Plan) (the “Participants”), the Fund will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant and attributable to the class of Shares purchased by such Participant (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such Participant.

2.Effective Date. The effective date of this Plan shall be May 8, 2026.

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SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT

This SECOND AMENDED AND RESTATED AGREEMENT (this “Agreement”) made as of this eighth day of May, 2026, by and between TPG Twin Brook Capital Income Fund (formerly known as AG Twin Brook Capital Income Fund), a Delaware statutory trust (the “Company”), and AGTB Fund Manager, LLC, a Delaware limited liability company (the “Administrator”). Capitalized terms used but not defined herein have the meanings set forth in the Company’s Sixth Amended and Restated Agreement and Declaration of Trust (as may be further amended and restated from time to time, the “Declaration of Trust”).

WITNESSETH:

WHEREAS, the Company is a newly formed, closed-end non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth;

WHEREAS, the Company’s investment adviser is AGTB Fund Manager, LLC (in such capacity, the “Adviser”);

WHEREAS, Angelo, Gordon & Co., L.P. (“Angelo Gordon”) is the Administrator’s sole member; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

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SECOND AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT BETWEEN TPG TWIN BROOK CAPITAL INCOME FUND AND AGTB FUND MANAGER, LLC

This Second Amended and Restated Investment Management Agreement (the “Agreement”) made this eighth day of May, 2026, is made by and between TPG Twin Brook Capital Income Fund (formerly known as AG Twin Brook Capital Income Fund), a Delaware statutory trust (the “Company”) and AGTB Fund Manager, LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used but not defined herein have the meanings set forth in the Company’s Sixth Amended and Restated Agreement and Declaration of Trust (as may be further amended and restated from time to time, the “Declaration of Trust”).

WHEREAS, the Company is a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”);

WHEREAS, the Adviser is an investment adviser that has registered under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”); and

WHEREAS, the Company desires to retain the Adviser to furnish investment advisory services to the Company on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.Duties of the Adviser.

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Exhibit 10.2

May 12, 2026

HC VIII Sponsor LLC

195 US Hwy 50, Suite 207

Zephyr Cove, Nevada 89448

(775) 339-1671

AMENDMENT TO THE INSIDER LETTER AGREEMENT

This AMENDMENT TO THE LETTER AGREEMENT, dated as of May 12, 2026 (this “Amendment”), is entered into by and between Hennessy Capital Investment Corp. VIII, a Cayman Islands exempted company (the “Company”) and HC VIII Sponsor LLC, a Nevada limited liability company (“Hennessy Capital”).

WHEREAS, the parties hereto previously entered into that certain Letter Agreement, dated as of February 4, 2026 (the “Letter Agreement”);

WHEREAS, pursuant to Paragraph 12 of the Letter Agreement, the Letter Agreement may be changed, amended, modified or waived as to any particular provision by a written instrument executed by all parties thereto; and

WHEREAS, subject to the terms and conditions set forth herein, the parties hereto desire to amend the Letter Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Paragraph 9 of the Letter Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth below:

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1 of 7 AMENDED AND RESTATED ADDENDUM TO BROKER-DEALER SELLING AGREEMENT FOR DUAL REGISTRANT’S REGISTERED INVESTMENT ADVISER-RELATED ACTIVITIES This Amended and Restated Addendum to Broker-Dealer Selling Agreement (“RIA Addendum”) between Broker-Dealer and Company entirely replaces the RIA Addendum previously entered into between the parties dated November 15, 2024, and is hereby incorporated and made part of the Agreement. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Agreement. For purposes of the RIA Addendum, “Dual Registrant” means an entity that is registered with the SEC as both a broker-dealer and an investment adviser. This RIA Addendum shall be effective as of May 30, 2026. Whereas, pursuant to the Agreement, Broker Dealer, acting through its Registered Representatives, who are appointed as insurance agents of Company, is authorized to sell and service (i) Registered Contracts that are variable annuity(-ies) (each a “VA”), and (ii) Unregistered Contracts (each, a “FA”), and (iii) Contracts that are contingent deferred annuities not supported by Accounts (each, a “CDA”). VAs, FAs and CDAs are collectively, “Annuities.” Annuities that are fee-based are identified as “Non-Commissionable” in Schedule B to the Agreement. Whereas, Dual Registrant, acting in its capacity as a registered investment adviser, provides investment advisory services through its investment adviser representatives (“IARs”) to investment advisory clients of Dual Registrant who own an Annuity (each, an “Owner” or collectively, “Owners”).

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BDSA Addendum Contingent Deferred Annuities 10 2025 (CDA) 1 of 2 Addendum to Broker-Dealer Selling Agreement for Contingent Deferred Annuities This Addendum is made by and among Pruco Life Insurance Company (“Company”), Prudential Annuities Distributors, Inc. (“Distributor”), and LPL Enterprise, LLC ("Broker-Dealer") and hereby supplements that certain Broker-Dealer Selling Agreement to which Broker-Dealer, Company and Distributor are parties dated November 15, 2024 (“Agreement”). Capitalized terms used herein, but not defined herein, are used with the meanings given to them in the Agreement. This Addendum shall be effective as of May 30, 2026. WHEREAS, Broker-Dealer entered into the Agreement to solicit sales of annuities through its Registered Representatives who are appointed with Company; WHEREAS, Company has developed a fee-based (i.e., non-commissionable) Registered Contract that is designed to provide a level of longevity protection (each, a “CDA” and collectively, “CDAs”) to owners. CDAs are not supported by Accounts. Instead, CDAs are associated with assets held in accounts by qualified custodians that are professionally managed (“Managed Accounts”) by registered investment advisers (“RIAs”) that have an agreement with Company; WHEREAS, the parties wish to make CDAs available to Broker-Dealer’s customers who own Managed Accounts and have or will have investment advisory contractual relationships with RIAs (“IA Customers”); and WHEREAS, the parties now desire to supplement the Agreement to authorize Broker-Dealer to solicit sales of CDAs, through Registered

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BDSA 1/2024 – Customized for LPL E 2 BROKER-DEALER SELLING AGREEMENT This Broker-Dealer Selling Agreement (“Agreement”) is made by and between LPL Enterprise, LLC ("Broker-Dealer") and Prudential Annuities Distributors, Inc. ("Distributor"), The Prudential Insurance Company of America (“PICA”), Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey. This Agreement shall be effective on November 15, 2024 (the “Effective Date”). This Agreement shall permit Broker-Dealer to solicit, sell and service Contracts (defined below) only through its registered representatives who are or will be under contract with, employed by, or are statutory employees of PICA (hereinafter, “Registered Representatives”). WHEREAS, the following definitions shall govern the terms of this Agreement: CERTAIN DEFINITIONS 1. 1933 Act - The Securities Act of 1933, as amended. 2. 1934 Act - The Securities Exchange Act of 1934, as amended. 3. 1940 Act - The Investment Company Act of 1940, as amended. 4. Accounts - Separate accounts established and maintained by the Company pursuant to the laws of Connecticut, Arizona, or New Jersey, or such other jurisdiction as applicable, to fund the benefits under the Contracts. 5. Applicable Law - All applicable state laws (including without limitation annuity suitability/best interest); and federal laws (including without limitation the 1933 Act, 1934 Act, 1940 Act, ERISA, Form CRS, IRC & Reg. BI) and associated regulations; FINRA Rules; and, if acting as an investment advice fiduciary under ERISA or IRC, in compliance with all of the

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PAYABLE ACKNOWLEDGMENT AND SETTLEMENT AGREEMENT

(Between New Rise Renewables Reno LLC, XCF Global, Inc. and Encore DEC, LLC)

THIS PAYABLE ACKNOWLEDGMENT AND SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2026 (the “Effective Date”), by and among:

	●	New Rise Renewables Reno LLC, a Delaware limited liability company (“New Rise Reno”);
	●	XCF Global, Inc., a Delaware corporation (“XCF”); and
	●	Encore DEC, LLC, a Nevada limited liability company (“Encore”).

New Rise Reno, XCF and Encore may each be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Encore has provided certain engineering, construction, and related services to New Rise Reno in connection with the development and operations of New Rise Reno’s renewable fuels facilities;

WHEREAS, Encore has issued various invoices to New Rise Reno for such services, and New Rise Reno has reviewed its books and records and determined that, as of May 5, 2026, an aggregate amount of US$16,702,057 remains due and payable to Encore (the “Payable Balance”), subject to normal reconciliation and verification;

WHEREAS, Encore desires to convert the full amount of the Payable Balance into shares of XCF Class A Common Stock, and XCF desires to issue such shares to Encore in full and complete satisfaction of the Payable Balance, subject to the terms and conditions set forth in this Agreement;

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