Browse EX-10 agreements

THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

SECURED PROMISSORY NOTE

$490,000.00		March 11, 2026

FOR VALUE RECEIVED, GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company (“Borrower”), hereby unconditionally promise to pay to the order of INVENTIONPORT, INC., an Illinois corporation (“Holder”), the principal amount of Four Hundred Ninety Thousand Dollars ($490,000.00) (the “Principal Amount”), together with interest thereon as set forth herein.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”), dated as of March 11, 2026 (the “Agreement Date”), is entered into by and among Grown Rogue Management Associates, LLC, an Illinois limited liability company (“Buyer”), Inventionport, Inc., an Illinois corporation (“Kane Seller”), Forefathers Ventures LLC, an Illinois limited liability company (“Wilson Seller,” and together with Kane Seller, collectively, “Sellers”) and Sea Craft, LLC, an Illinois limited liability company (the “Company,” and together with Sellers, the “Company Group”).

RECITALS

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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 a

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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 Syndicati

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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”).

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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 w

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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;

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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”);

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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.

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AMENDMENT NO. 8

TO TRANSITION SERVICES AGREEMENT

This Amendment No. 8 (“Amendment No. 8”) to the Agreement (as defined below) is made effective as of April 29, 2026 (the “Effective Date”) by and among BridgeBio Services Inc., a Delaware corporation (“BBIO”), TheRas, Inc., a Delaware corporation (“BBOT”), BridgeBio Pharma LLC (“BBP LLC”), and BridgeBio Oncology Therapeutics, Inc. (“PubCo”). BBIO, BBOT, BBP LLC and PubCo may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement (as defined below) to the extent defined therein.

WHEREAS, BBIO and BBOT entered into that certain Transition Services Agreement, dated April 30, 2024, as amended (the “Agreement”);

WHEREAS, the Agreement was subsequently amended to add BBP LLC and PubCo as Parties to the Agreement; and

WHEREAS, the Parties now wish to further amend the Agreement to update the Service Schedule on Exhibit A thereto.

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CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit 10.2

LEIDOS BIOMEDICAL

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

This Cooperative Research and Development Agreement (“CRADA” or “Agreement”) has been adopted for use by the Frederick National Laboratory for Cancer Research (FNLCR), a Federally Funded Research and Development Center (FFRDC) and a Federal Laboratory operated by Leidos Biomedical Research, Inc., under the Operations and Technical Support (OTS) Contractor.

This Cover Page identifies the Parties to this Agreement:

Frederick National Laboratory for Cancer Research (FNLCR)

Operated by Leidos Biomedical Research, Inc.

hereinafter referred to as “Leidos Biomedical”,

having offices at 1050 Boyles Street, Frederick, Maryland 21702,

created and operating under the laws of Delaware

and

TheRas

hereinafter referred to as the “Collaborator”,

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CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit 10.1

STEVENSON-WYDLER (15 USC 3710a)

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

Between

LAWRENCE LIVERMORE NATIONAL SECURITY, LLC

and

THERAS, INC.

For

DISCOVERY OF NOVEL RAS INHIBITORS

LLNL Case No. TC02290.0

Lawrence Livermore National Laboratory

Lawrence Livermore National Security, LLC, Livermore, CA 94551

Innovation and Partnerships Office

May 8, 2018

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