Browse EX-10 agreements

May 25, 2026

Paul Stone, Chief Executive Officer

Re: Retention Award

Dear Paul,

Sportsman’s Warehouse Holdings, Inc. (the “Company”) appreciates your continued service. As an incentive to recognize your efforts with the Company, the Company is pleased to offer you a one-time retention bonus opportunity of $2.2 million (the “Retention Award”) on the terms and conditions in this letter agreement.

Subject to the vesting acceleration provisions below, the Retention Award will vest according to the following terms and conditions:

•

$1.1 million of the Retention Award (the “Service Retention Award”) will vest on the Certification Date, subject to your continued employment with the Company through such date.

•

$1.1 million of the Retention Award (the “Performance Retention Award”) will vest on the Certification Date, subject to (i) achievement of the performance condition for the Performance Retention Award (the “Performance Condition”), set forth in the “Performance Condition” section below, and (ii) your continued employment with the Company through such date.

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Executed Version

Second Amendment to Loan and Security Agreement

This Second Amendment to Loan and Security Agreement (this “Amendment”) is dated as of August 26, 2026 (the “Second Amendment Effective Date”), by and among 1st Franklin Financial Corporation, a Georgia corporation (the “Initial Borrower”, and the Initial Borrower together with such other Persons joined to the Credit Agreement referred to below, collectively, the “Borrowers” and each a “Borrower”), the Lenders (as defined below) party hereto and BMO Bank N.A., as agent for the Lenders (in such capacity, “Agent”).

Preliminary Statements

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**Execution Version **

PENNANTPARK INVESTMENT CORPORATION

$62,000,000 8.00% Senior Unsecured Notes due September 1, 2031

$2,000,000 7.25% Senior Unsecured Notes due September 30, 2029

NOTE PURCHASE AGREEMENT

Dated September 1, 2026

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TABLE OF CONTENTS

SECTION		HEADING		PAGE
SECTION 1.		AUTHORIZATION OF NOTES			1

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**Execution Version **

**REGISTRATION RIGHTS AGREEMENT **

by and between

**PennantPark Investment Corporation **

and

the Purchaser listed on Schedule I hereto

Dated as of September 1, 2026

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**REGISTRATION RIGHTS AGREEMENT **

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 1, 2026, by and between PennantPark Investment Corporation, a Maryland corporation (the “Company”), and the Purchaser listed on Schedule I hereto (the “Purchaser”) in connection with the sale by the Company of $2,000,000 aggregate principal amount of the Company’s 7.25% Senior Unsecured Notes due September 30, 2029 (the “Notes”).

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**Execution Version **

**REGISTRATION RIGHTS AGREEMENT **

by and between

**PennantPark Investment Corporation **

and

the Purchasers listed on Schedule I hereto

Dated as of September 1, 2026

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**REGISTRATION RIGHTS AGREEMENT **

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 1, 2026, by and between PennantPark Investment Corporation, a Maryland corporation (the “Company”), and the Purchasers listed on Schedule I hereto (each, a “Purchaser” and, collectively, the “Purchasers”) in connection with the sale by the Company of $62,000,000 aggregate principal amount of the Company’s 8.00% Senior Unsecured Notes due September 1, 2031 (the “Notes”).

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AGILENT TECHNOLOGIES, INC.

2005 DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2024)

Section 1.Establishment and Purpose of Plan.

The Agilent Technologies, Inc. 2005 Deferred Compensation Plan has been amended and restated effective September 17, 2007; September 15, 2008; October 28, 2009; January 1, 2011; and May 20, 2014. The Plan is hereby amended and restated in its entirety effective January 1, 2024. The Plan continues the program of deferred compensation embodied in the document for the Prior Plan in a manner designed to comply with the requirements of the American Jobs Creation Act of 2004. The rules of this Plan document, rather than those of the Prior Plan Document, will govern new deferrals. The Plan provides deferred compensation for a select group of management or highly compensated employees as established in Title I of ERISA.

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Exhibit 10.1

AMENDMENT TO THE

PENN SECURITY BANK AND TRUST COMPANY

SuPPlemental Executive Retirement Plan AGREEMENT

FOR THE BENEFIT OF

Thomas P. Tulaney

WHEREAS, Penn Security Bank and Trust Company (n/k/a Peoples Security Bank and Trust Company) (the “Bank”), Penseco Financial Services Corporation (n/k/a Peoples Financial Services Corp.) (“Parent”) and Thomas P. Tulaney (the “Executive”) previously entered into the Supplemental Executive Retirement Plan Agreement (the “Agreement”), originally effective as of May 31, 2012; and

WHEREAS, the Agreement provides for retirement benefits to be paid to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank, Parent and the Executive have agreed to amend the Agreement to provide additional benefits per this Amendment.

NOW, THEREFORE, effective August 28, 2026 (the “Effective Date”), the Bank, Parent and the Executive hereby amend the Agreement as follows:

The following is hereby added to Article I, Definitions of the Agreement:

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SECOND AMENDMENT TO THE PARTIES’

COMMERCIAL AGREEMENT

This Second Amendment to the Commercial Agreement (“Second Amendment”) is entered into and made effective this 31stday of August, 2026 (the “Second Amendment Effective Date”), by and among Caret Holdings, Inc. (“Company”), Carvana, LLC (“Dealer”), Carvana Insurance Services, LLC (“CIS”), and Carvana Group, LLC (“Parent”) (collectively, the entities Parent, CIS, and Dealer shall be referred to as “Carvana”). Carvana and Company shall be referred to as the “Parties,” and each a “Party.”

WHEREAS, Carvana and Company entered into that certain Commercial Agreement dated October 1, 2021, as amended by the First Amendment to the Commercial Agreement dated May 13, 2022, and as may be further amended or modified from time to time (the “Agreement”); and

WHEREAS, Carvana and Company wish to further modify the Agreement to provide for the amended terms and conditions, as described herein.

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WARRANT CANCELLATION AND EXCHANGE AGREEMENT

This WARRANT CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of August 31, 2026, is entered into by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Holder”).

RECITALS

WHEREAS, on October 1, 2021, the Company issued to the Holder, pursuant to that certain Investment Agreement, dated as of August 11, 2021, by and between the Company and the Holder, as amended (the “Investment Agreement”), Common Stock Purchase Warrants designated as Long Term Tranche 1, Long Term Tranche 2, Long Term Tranche 3, Long Term Tranche 4, and Long Term Tranche 5 (collectively, the “Long-Term Warrants”);

WHEREAS, the Company previously issued to the Holder, on October 1, 2021, Common Stock Purchase Warrants designated as Short Term Tranche 1, Short Term Tranche 2, and Short Term Tranche 3 (collectively, the “Short-Term Warrants”), each of which has expired in accordance with its terms;

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FIRST AMENDMENT TO THE

REGISTRATION RIGHTS AGREEMENT

dated as of August 31, 2026

This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into as of August 31, 2026, by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Holder” and, together with the Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, the Parties entered into that certain Registration Rights Agreement, attached as Exhibit D to the Investment Agreement, dated as of August 11, 2021 (the “Registration Rights Agreement”), by and between the Company and the Holder;

WHEREAS, the Registration Rights Agreement provides that it may be amended by written agreement of the Company and the Holder;

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SECOND AMENDMENT TO THE INVESTMENT AGREEMENT

This SECOND AMENDMENT TO THE INVESTMENT AGREEMENT (this “Amendment”), dated as of August 31, 2026, is entered into by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Purchaser”). The Company and the Purchaser are collectively referred to herein as the “Parties” and each, a “Party.”

W I T N E S S E T H:

WHEREAS, the Parties entered into that certain Investment Agreement, dated as of August 11, 2021 (as amended by the First Amendment (as defined below), the “Investment Agreement”);

WHEREAS, the Parties entered into that certain First Amendment to the Investment Agreement, dated as of September 29, 2021 (the “First Amendment”);

WHEREAS, Section 10 of the Investment Agreement provides that the Investment Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed by each of the parties to the Investment Agreement;

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