Browse EX-10 agreements

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Exhibit 10.1

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Execution Version

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

ThisTHIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of July 31, 2026 and effective as of the Effective Date (as defined below) (this “Amendment”), by and between ATLANTIC AMERICAN CORPORATION, a Georgia corporation (the “Borrower”), and TRUIST BANK (the “Lender”).

RECITALS

A.          Borrower and Lender previously entered into that certain Revolving Credit Agreement dated as of May 12, 2021 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, as amended by that certain Second Amendment to Revolving Credit Agreement, dated as of May 27, 2026, and as further amended from time to time, including pursuant to this Amendment, the “Credit Agreement”), pursuant to which Lender has made a revolving credit facility available to Borrower.

B.          Borrower has requested that Lender amend the Credit Agreement as set forth herein, and Lender is willing to grant such request, subject to the terms and conditions hereof.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT(this “Agreement”), by and between Amtech Systems, Inc., an Arizona corporation (the “Company”), and Robert C. Daigle (“Executive”) is entered into and effective as of August 4, 2026 (the “Effective Date”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of August 14, 2023 (as amended, the “Prior Agreement”), pursuant to which Executive has been serving as the President and Chief Executive Officer of the Company;

WHEREAS, Executive is transitioning from the role of President and Chief Executive Officer to the role of Executive Chairman of the Board, and the Company and Executive wish to amend and restate the Prior Agreement in its entirety to set forth the terms and conditions of Executive’s continued employment in such new capacity;

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***Execution Version ***

**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 3, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-290732) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”) and one right to receive one Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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***Execution Version ***

BOA ACQUISITION CORP. II
2600 Virginia Ave NW Suite T23 Management Office		August 3, 2026
Washington, D.C. 20037

BOA Acquisition Corp. II

2600 Virginia Ave NW

Suite T23 Management Office

Washington, D.C. 20037

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

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August 3, 2026

BOA Acquisition Corp. II

2600 Virginia Ave NW

Suite T23 Management Office

Washington, D.C. 20037

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class********* A Ordinary Shares***”) and one right (“Right”) to receive one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offer

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***Execution Version ***

**PRIVATE PLACEMENT UNITS AND FOUNDERS SHARES SUBSCRIPTION AGREEMENT **

This Private Placement Units and Founders Shares Subscription Agreement (this “Agreement”) is made as of this 3rd day of August, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the purchasers named on Exhibit********* A*** hereto (the “Purchasers”).

WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 20,000 units (the “Private Placement Units”) of the Company (the “Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class****** A** Ordinary Shares”) and one right (the “Rights”) to receive one of a Class A Ordinary Share (the “Rights Shares”) upon consummation of the initial Business Combination (as defined below) for an aggregate purchase price of $200,000;

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**Exhibit 10.7 **

**INDEMNITY AGREEMENT **

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

**RECITALS **

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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***Execution Version ***

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2026, is made and entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section*** 5.2* of this Agreement, a “Holder” and collectively the “Holders”).

**RECITALS **

WHEREAS, the Sponsor owns 5,980,714 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), up to 803,571 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised;

WHEREAS, the Sponsor transferred an aggregate of 180,000 Founder Shares to director nominees and certain members of the Company;

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***PH Draft 8.3.26 ***

**PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT **

This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this 3rd day of August, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), for itself and on behalf of the several purchasers named on Exhibit*** A* hereto (collectively, the “Purchasers”).

WHEREAS, the Company desires to sell to the Sponsor, on a private placement basis (the “Offering”), an aggregate of 201,500 units (the “Private Placement Units”) of the Company, each Private Placement Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class****** A Ordinary Shares**”), and one right (the “Rights”) to receive one Class A Ordinary Share (the “Rights Shares”) upon consummation of the Company’s initial Business Combination (as defined below), for an aggregate purchase price of $2,015,000;

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TRANSITION AGREEMENT

This Transition Agreement (“Transition Agreement”) is made by and between Matthew Newcomb (“Executive”) and Chime Financial, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Executive is employed by the Company at-will;

WHEREAS, Executive signed a Confirmatory Offer Letter on April 3, 2025 (the “Offer Letter”);

WHEREAS, Executive signed a Proprietary Information and Inventions Agreement with 1debit, inc. (the Company’s former entity name) on September 6, 2016 (the “Proprietary Information Agreement”);

WHEREAS, Executive is subject to a mutual mediation/arbitration agreement (the “Arbitration Agreement”);

WHEREAS, the Parties wish to provide for the orderly transition of Executive’s duties and responsibilities, and accordingly the Company has agreed to continue Executive’s at-will employment until December 31, 2027 (the “Planned Separation Date”), at which time the Parties expect that Executive’s employment with the Company will terminate;

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SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 5, 2026 (this “Amendment”) is among THE AES CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as the Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).

WHEREAS, the Borrower, the Administrative Agent, and the Lenders party thereto have entered into the Credit Agreement dated as of December 6, 2024 (as amended, restated or supplemented prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment is referred to herein as the “Credit Agreement”);

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AMENDMENT NO. 3 TO THE CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, dated as of August 5, 2026 (this “Amendment”), is among THE AES CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).

WHEREAS, the Borrower, the Administrative Agent and the Lenders party thereto have entered into that certain Eighth Amended and Restated Credit Agreement, dated as of September 24, 2021 (as amended, restated or supplemented prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment is referred to herein as the “Credit Agreement”);

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