Browse EX-10 agreements

Exhibit 10.1

Asset Purchase Agreement

by and among

EveryLife Inc.,

EveryLife Women, LLC

and

FreeHold Brands, LLC

Dated as of July 28, 2026

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of July 28, 2026 (the “Effective Date”), by and among EveryLife Inc., a Delaware corporation and EveryLife Women, LLC, a Florida limited liability company (together, jointly and severally, “Seller”) and FreeHold Brands, LLC, a Wyoming limited liability company (“Buyer”). Unless defined elsewhere within the text of this Agreement, capitalized terms are defined in ARTICLE 1.

RECITALS

A.           Seller is currently in the business of manufacturing and marketing to retail customers, diapers, baby wipes, training pants, soaps, lotions, and feminine care products, and other related products under the brand name EveryLife and EveryLife Women (the “Business”).

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PROMISSORY NOTE

$25,000.00	July 29, 2026

FOR VALUE RECEIVED, and intending to be legally bound, BTCS Labs Inc. (the “Borrower”), hereby unconditionally and irrevocably promises to pay to the order of Charles Allen (the “Holder”), in lawful money of the United States of America, the sum of twenty-five thousand dollars ($25,000.00) on or before the earlier of (i) December 31, 2030 or (ii) the date on which the individuals who constitute the board of directors of the Borrower as of the date hereof cease to constitute over a majority of the board of directors of the Borrower (the “Maturity Date”).

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EXECUTION COPY

FOURTH AMENDMENT

TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of July 28, 2026 (this “Amendment”), is among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), solely with respect to Section 6.9, the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and SMBC, solely with respect to Section 6.10, as Collateral Agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

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AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

dated as of

July 30, 2026

between

MSD INVESTMENT CORP.

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

$920,000,000

JPMORGAN CHASE BANK, N.A.,

CITIZENS BANK, N.A., ROYAL BANK OF CANADA and

SUMITOMO MITSUI BANKING CORPORATION

as Joint Bookrunners and Joint Lead Arrangers

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Exhibit 10.1 SECOND AMENDMENT TO LETTER AGREEMENT This Second Amendment (this “Amendment”) to the Letter Agreement dated July 24, 2025 by and among Robert A. McCabe, Jr. (the “Executive”), Pinnacle Financial Partners, Inc., a Tennessee corporation (“Pinnacle”) and Pinnacle Bank (the “Letter Agreement”), as amended by the First Amendment to the Letter Agreement dated January 14, 2026 (together with the Letter Agreement, the “Agreement”) is entered into as of July 29, 2026. WHEREAS, effective as of January 1, 2026, Pinnacle merged with and into Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (the “Company”), and the Company thereby succeeded to Pinnacle’s obligations under the Letter Agreement by operation of law; and WHEREAS, the Company, Pinnacle Bank and the Executive desire to enter into this Amendment to effect certain changes to the Agreement as set forth herein; NOW, THEREFORE, it is hereby mutually agreed that the Letter Agreement is hereby amended as follows: 1. Section 1 of the Letter Agreement is hereby amended and restated in its entiret

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LOCK-UP AGREEMENT

July 27, 2026

Vireo Growth Inc.

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Vireo Growth Inc., a British Columbia corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 27, 2026 (as the same may be amended from time to time, the “Merger Agreement”), by and among Parent, Supernova Merger Sub Inc.,** **a Nevada corporation and a wholly owned subsidiary of Parent, and Planet 13 Holdings Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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VOTING AGREEMENT

This VOTING AGREEMENT, dated as of July 27, 2026 (this “Agreement”), is made and entered into by and among Vireo Growth Inc., a British Columbia corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Planet 13 Holdings Inc., a Nevada corporation (the “Company”).

W I T N E S S E T H

WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated July 27, 2026 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, among other things, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and a direct or indirect wholly owned Subsidiary of Parent (the “Merger”), and each of the Compa

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TRANSITION AGREEMENT

** **

This Transition Agreement (the “Agreement”) is entered into by and between Ward N. Lyke, Jr. (hereinafter referred to as “You”) and J.W. Mays, Inc. (“J.W. Mays” or the “Company”) (collectively, “the parties”).

	1.	Recitals.

WHEREAS, the Company and You entered into an Employment Agreement, dated August 1, 2023 (the “Employment Agreement”), providing for a three-year term of employment commencing August 1, 2023 and ending July 31, 2026;

WHEREAS, during the term of the Employment Agreement, You communicated to the Company that You intended to resign on or around the expiration of the Employment Agreement;

WHEREAS, at the Company’s request, You agreed to continue your employment beyond July 31, 2026 for a limited period to assist with the orderly transition of your duties and responsibilities;

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**SUBORDINATED NOTE PURCHASE AGREEMENT **

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 30, 2026, and is made by and among Hanmi Financial Corporation, a Delaware corporation (“Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

***RECITALS ***

WHEREAS, Company is offering up to $55,000,000 in aggregate principal amount of Subordinated Notes (as defined herein), which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein).

**WHEREAS, **Company has engaged D.A. Davidson & Co. as its exclusive placement agent (the “Placement Agent”) for the offering of the Subordinated Notes.

**WHEREAS, **each of the Purchasers is an institutional “accredited investor” as such term is defined by Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or a QIB (as defined herein).

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Execution Version

Sub-Adviser Expense Reimbursement Limitation Agreement

** **

Reference is made to the Interim Investment Sub-Advisory Agreement (such agreement or the most recent successor agreement between the parties thereto relating to sub-advisory services to the Trust (as defined below) being referred to herein as the “Sub-Advisory Agreement”), dated as of July 30, 2026 (the “Effective Date”) among XAI Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Trust”), XA Investments LLC, a Delaware limited liability company (the “Adviser”), and Rockford Tower Asset Management, L.L.C.*, *a Delaware limited liability company (the “Sub-Adviser”).

** **

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Execution Version

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT

** **

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of July 30, 2026 (the “Effective Date”) among XAI Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Trust”), XA Investments LLC, a Delaware limited liability company (the “Adviser”), and Rockford Tower Asset Management, L.L.C., a Delaware limited liability company (the “Sub-Adviser”).

WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

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Execution Version

Published CUSIP Number: 35462DAL2 (Deal)

**35462DAM0 **(Revolving Facility)

Second Amended and Restated CREDIT AGREEMENT

dated as of July 30, 2026

among

FRANKLIN RESOURCES, INC.,

as the Borrower,

**BANK OF AMERICA, N.A.,
**as Administrative Agent,

the Lenders party hereto,

HSBC Bank USA, N.A.,

and

Wells Fargo Bank, National Association

as Syndication Agent,

and

BANK OF AMERICA, N.A.,

HSBC Bank USA, N.a.

and

Wells Fargo Bank, National Association,

as Joint Lead Arrangers and Joint Bookrunners

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