Browse EX-10 agreements

CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE INTERMEDIATE HOLDCO 2, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

MUFG BANK, LTD.,

as Sole Arranger,

$50,000,000 Term Loan Facility

$17,000,000 Project LC Facility

$3,003,959.07 DSR LC Facility

					Big 5 Refinancing – Intermediate Holdco 2 Credit Agreement

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CREDIT AGREEMENT

dated as of October 18, 2023

by and among

SE GLOBAL BORROWER, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE LC ISSUERS FROM TIME TO TIME PARTY HERETO,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

DEUTSCHE BANK AG, NEW YORK BRANCH, BANCO SANTANDER, S.A., NEW YORK

BRANCH and NOMURA SECURITIES INTERNATIONAL, INC.,

as Coordinating Lead Arrangers

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Structuring and Documentation Agent

$200,000,000 Term Loan Facility

$200,000,000 Letter of Credit Facility

$200,000,000 Revolving Facility

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								Exhibit 10.2

SECOSMOS, LLC

8.875%SENIORSECUREDNOTESDUE2031

INDENTURE

DatedasofMay7, 2026

COSMOSPLEDGOR,LLC,

asHoldCo,

and

WILMINGTONTRUST,NATIONALASSOCIATION,

asTrusteeandCollateral Agent

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CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE HOLDCO 1, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

__________________________________________________________________________

MUFG BANK, LTD.,

as Sole Arranger,

$162,166,718.20 Term Loan Facility

$8,405,008.46 DSR LC Facility

							i	Big 5 Refinancing – Senior 1 Credit Agreement

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FINANCING AGREEMENT

Dated as of December 23, 2024

Among

PELICANS JAW MEMBER B, LLC,

a Delaware limited liability company

(as a Borrower)

and

PELICANS JAW SOLAR, LLC,

a Delaware limited liability company

(as a Borrower)

and

ING CAPITAL LLC,

(as Coordinating Lead Arranger, Bookrunner, Co-Syndication Agent, Sole Green Loan

Structuring Agent and Diligence Coordinator)

MIZUHO BANK, LTD.,

(as Coordinating Lead Arranger, Bookrunner, Co-Syndication Agent, Swap Coordinator

and Modeling Bank)

MUFG BANK, LTD.,

(as Administrative Agent, Coordinating Lead Arranger, Bookrunner, Co-Syndication Agent and Documentation Agent)

and

SUMITOMO MITSUI BANKING CORPORATION, COMMONWEALTH BANK OF AUSTRALIA, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, SOCIÉTÉ GÉNÉRALE, FIFTH THIRD BANK, NATIONAL ASSOCIATION AND

TRUIST SECURITIES, INC.,

(each as Joint Lead Arranger)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(as Collateral Agent)

and

JPMORGAN CHASE BANK, N.A.

(as Depositary)

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

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								Exhibit 10.4

CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE HOLDCO 2, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

__________________________________________________________________________

MUFG BANK, LTD.,

as Sole Arranger,

$162,166,718.20 Term Loan Facility

$8,405,008.46 DSR LC Facility

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EXECUTION EXHIBIT

CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE INTERMEDIATE HOLDCO 1, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

MUFG BANK, LTD.,

as Sole Arranger,

$50,000,000 Term Loan Facility

$15,000,000 Project LC Facility

$3,003,959.07 DSR LC Facility

					Big 5 Refinancing – Intermediate Holdco 1 Credit Agreement

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AMENDMENT TO SPAC HOLDERS SUPPORT AGREEMENT

*** ***

This Amendment to SPAC Holders Support Agreement (this “Amendment”), dated as of August 31, 2026 (the “Amendment Date”), amends that certain SPAC Holders Support Agreement, dated as of October 13, 2025 (the “Agreement”), by and among Inflection Point Fund I, LP, a Delaware limited partnership (“IPF”), Maywood Sponsor, LLC, a Delaware limited liability company (“Maywood Sponsor”) (Maywood Sponsor and IPF, each a “Sponsor” and, collectively, the “Sponsors”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”), Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“SPAC”), GOWELL Technology Limited, a Cayman Islands exempted company (the “Company”), and GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”). The Sponsors, the Representatives, SPAC, the Company, and PubCo

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** **

OMNIBUS AMENDMENT TO INSIDER AGREEMENT AND UNDERWRITING AGREEMENT

*** ***

This Omnibus Amendment to Insider Agreement and Underwriting Agreement (this “Amendment”), dated as of August 31, 2026 (the “Amendment Date”), is made by and among Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (the “Company”), Maywood Sponsor LLC, a Delaware limited liability company (“Maywood Sponsor”), the members of the Company’s board of directors and management team (the “Insiders”), Inflection Point Fund I LP, a Delaware limited partnership (“IPF”) Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”) are each referred to herein as a “Party” and collectively as the “Parties”.

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$350,000,000

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

dated as of August 27, 2026

by and among

DIGI INTERNATIONAL INC.,

as the Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO,

and

BMO BANK N.A.,

as Administrative Agent and Collateral Agent

**BMO CAPITAL MARKETS CORP., BANK OF AMERICA, N.A. **and **MUFG BANK, **

**LTD.,
**as Joint Lead Arrangers,

and **BMO CAPITAL MARKETS CORP. **and **BANK OF AMERICA, N.A. **as Joint

Bookrunners

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*Execution Version *

**FIRST AMENDMENT TO **

**CONTRIBUTION AGREEMENT **

This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT, dated as of August 29, 2026 (this “Amendment”), is entered into by and among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (“Americold”), Americold North America JV Member, LLC, a Delaware limited liability company (“Americold JV Member”), and Snowfall Topco LP, a Delaware limited partnership (“Investor”). Americold, Americold JV Member and Investor are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement (as defined below).

**RECITALS **

WHEREAS, the Parties, together with each of the entities listed on Schedule A hereto, are parties to that certain Contribution Agreement, dated as of May 7, 2026 (the “Contribution Agreement”);

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CANCELLATION AGREEMENT

This Cancellation Agreement is entered into as of August 28, 2026 (this “Agreement”), among T3 Defense Inc., a Delaware corporation (“T3”), Project 35 Ltd. (the “Company”) and X S.A. Security and Defense Ltd. (“XSA”).

WHEREAS, pursuant to the terms and provisions of the Stock Purchase Agreement dated as of July 6, 2026 (the “Purchase Agreement”; capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein) among the parties hereto, T3 purchased a 60% equity interest in the Company from XSA; and

WHEREAS, the Parties desire to unwind the acquisition and cancel the Purchase Agreement in its entirety, including without limitation, T3 returning the Purchased Shares to XSA and XSA returning the Buyer Common Stock and cancelling the Note.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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