Browse EX-10 agreements

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Exhibit 10.1

EXECUTION VERSION

 

LOAN AND SECURITY AGREEMENT

 

Dated:  June 15, 2026

 

FIRST BUSINESS SPECIALTY FINANCE, LLC, a Wisconsin limited liability company (the “Lender”), 401 Charmany Drive, Madison, Wisconsin 53719, and CARPARTS.COM, INC., a Delaware corporation (“Debtor”), whose principal place of business is located at 4910 Airport Plaza Drive, Suite 300, Long Beach, California 90815, agree as follows:

 

1.          DEFINITIONS

 

All terms defined in Articles 1 through 9 of the Uniform Commercial Code as enacted in Wisconsin shall have the meanings specified therein unless otherwise defined herein or unless the context requires otherwise.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

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a104amendmenttosecondarl

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTONE ASSET MANAGEMENT, LLC This Amendment to the Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Crestone Asset Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of June 10, 2026 (the “Effective Date”), by and among the Company and the Members listed on the signature pages hereto. RECITALS WHEREAS, the Company and the Members are parties to that certain Second Amended and Restated Limited Liability Company Agreement of Contrail Asset Management, LLC (now known as Crestone Asset Management, LLC), dated as of September 1, 2022 (as supplemented, amended and modified and as in effect immediately prior to this Amendment, the “Agreement”); WHEREAS, in connection with certain transactions involving the transfer and redemption of Common Interests pursuant to the Membership Interest Purchase Agreement dated June 10, 2026 among the Company, MRC Common Member LLC, MR CAM US Splitter 2, L.P.,

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a106bsubscriptionagreeme

Execution Version THE CLASS A COMMON UNITS OF CRESTONE AIR PARTNERS, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN AND IN THE OTHER INVESTMENT DOCUMENTS (AS DEFINED HEREIN). CRESTONE AIR PARTNERS, LLC SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made on, entered into and effective as of June 10, 2026, by and between Crestone Air Partners, LLC, a Delaware limited liability company (the “Company”), and Air T Acquisition 26.1, LLC, a Minnesota limited liability company (the “Subscriber” and, together with the Company, the “Parties”). RECITALS WHEREAS, Subscriber desires to s

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a109acknowledgment_andxa

087847\013\7228574.v1 ACKNOWLEDGMENT AND AGREEMENT Dated: June 15, 2026. The undersigned, Air T, Inc., a Delaware corporation (together with its successors and assigns, the “Guarantor”), has (a) guaranteed the payment and performance of all obligations of its affiliates identified on Schedule A attached hereto (together with their respective successors and assigns, the “Existing Borrowers”), to ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”), pursuant to the terms of a Guaranty dated as of August 29, 2024 (the “Guaranty”) executed by the Guarantor in favor of the Lender, which obligations include, without limitation, all “Obligations” of the Borrowers to the Lender pursuant to that certain Credit Agreement dated as of August 29, 2024, as previously amended by that certain Amendment No. 1 Credit Agreement and Other Loan Documents dated as of January 21, 2025, by that certain Amendment No. 2 to Credit Agreement and Consent dated as of February 21, 2025, by that certain Amendmen

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a101limitedliabilitycomp

THE SECURITIES (THE “EQUITY”) REPRESENTED BY THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (THIS “AGREEMENT”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF THE VARIOUS STATES (“STATE LAW”). THE EQUITY HAS BEEN ISSUED AND SOLD UNDER AN EXEMPTION FROM THE SECURITIES ACT AND STATE LAW AND MAY NOT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDERS OF THE EQUITY AT ANY TIME, AND WHICH MAY BE CONDITIONED UPON AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OR RECEIPT BY THE COMPANY OF EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY, WHICH MAY BE AN OPINION OF COUNSEL THAT SUCH SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION OR QUALIFICATION. TRANSFER OF EQUITY IS PROHIBITED EXCEPT UNDER REGISTRATION IN ACCORDANCE WITH THE SECURITIES ACT AND EACH RELEVANT STATE LAW OR UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND EACH RELEVANT STATE LAW. LIMI

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a105escrowagreement_reda

Private and ConfidentialESCROW AGREEMENT This Escrow Agreement (“Agreement”) is entered into as of June 10, 2026, among Crestone Air Partners, LLC, a Delaware limited liability company (the “Purchaser”), Dirk-Jan Smit, an individual and a resident of the Netherlands as agent and true and lawful attorney in fact of the Seller Indemnitors (the “Securityholders’ Agent”) and Bank of Utah, a Utah corporation, as escrow agent (the “Escrow Agent”). The Purchaser and the Securityholders’ Agent may be individually referred to as a “Party” and collectively as the “Parties”. This Agreement is being entered into in connection with the execution of a Share Purchase Agreement dated as of March 8, 2026 among the Purchaser, Arena Aviation Partners B.V., the Sellers and the Securityholders’ Agent, including that certain Addendum dated as of the date hereof (as amended or supplemented from time to time, the “Sale and Purchase Agreement”). Words used herein with capital letters and not otherwise defined will have the meanings set forth in the Sale and Purchase Agreement. In c

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a102membershipinterestpu

Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated June 10, 2026, is entered into by and among Crestone Asset Management, LLC (f/k/a Contrail Asset Management, LLC), a Delaware series limited liability company (the “Company”) (solely for purposes of Section 1(b), Section 4 and Section 8(p)), MRC Common Member LLC, a Delaware limited liability company (“MRC Common Member”), MR CAM US Splitter 2, L.P., a Delaware limited partnership (“MR CAM US” and, together with MRC Common Member, the “Sellers” and each a “Seller”), Aviation Growth Initiatives, LLC, a Delaware limited liability company (“AGI”), Air T Acquisition 26.1, LLC, a Minnesota limited liability company (“ATA” and, together with AGI, the “Purchasers” and each a “Purchaser”). Reference is made to that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLCA”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the L

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a103redemptionagreement_

Execution Version REDEMPTION AGREEMENT This Redemption Agreement (this “Agreement”), dated June 10, 2026, is entered into by and among Crestone Asset Management, LLC, a Delaware series limited liability company (the “Company”), Aviation Growth Initiatives, LLC, a Delaware limited liability company (“AGI”), Air T Acquisition 26.1, LLC, a Minnesota limited liability company, (“ATA”) and Air T, Inc., a Delaware corporation (“Air T” and, together with AGI and ATA, the “Redeemed Members”). Reference is made to that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLCA”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the LLCA. WHEREAS, immediately prior to giving effect to the transactions contemplated by this Agreement, AGI and ATA entered into a Membership Interest Purchase Agreement, dated as of the date hereof, with the Company and the MRC Common Members (the “Purchase Agreement”) pursuant to which AGI and ATA each purchased certain Common

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a106csubscriptionagreeme

Execution Version THE CLASS B PREFERRED UNITS OF CRESTONE AIR PARTNERS, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN AND IN THE OTHER INVESTMENT DOCUMENTS (AS DEFINED HEREIN). CRESTONE AIR PARTNERS, LLC SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made on, entered into and effective as of June 10, 2026, by and between Crestone Air Partners, LLC, a Delaware limited liability company (the “Company”), IF GPT Holdco PVT LLC, a Delaware limited liability company, and BOAC GPT Holdco PVT LLC, a Delaware limited liability company (each, a “Subscriber” and, together with the Com

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a108overline_note-722857

7228572.v1 OVERLINE NOTE U.S. $2,800,000.00 Dated as of June 15, 2026 FOR VALUE RECEIVED, on the Overline Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, an Arizona limited liability company, JET YARD SOLUTIONS, LLC, an Arizona limited liability company, MOUNTAIN AIR CARGO, INC., a North Carolina corporation, ROYAL AIRCRAFT SERVICES, LLC, a Maryland limited liability company, WORLDWIDE AIRCRAFT SERVICES, INC., a Kansas corporation, and WORTHINGTON AVIATION, LLC, a North Carolina limited liability company, such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), jointly and severally promise to pay to the order of ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of TWO MILLION EIGHT HUNDRED THOUSAND AND NO/100THS DO

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a106asubscriptionagreeme

110046681.v1 Execution Version THE CLASS B PREFERRED UNITS OF CRESTONE AIR PARTNERS, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN AND IN THE OTHER INVESTMENT DOCUMENTS (AS DEFINED HEREIN). CRESTONE AIR PARTNERS, LLC SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made on, entered into and effective as of June 10, 2026, by and between Crestone Air Partners, LLC, a Delaware limited liability company (the “Company”), and Air T, Inc., a Delaware corporation (the “Subscriber” and, together with the Company, the “Parties”). RECITALS WHEREAS, Subscriber desires to subscribe for th

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a107amendment_nox6xtoxcr

7226056.v2 AMENDMENT NO. 6 TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS This Amendment No. 6 to Credit Agreement dated to be effective as of June 15, 2026 (the “Amendment”), is entered into by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Worldwide Aircraft Services, Inc., a Kansas corporation, Royal Aircraft Services, LLC, a Maryland limited liability company, and Worthington Aviation, LLC, a North Carolina limited liability company (such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), Air T, Inc., a Delaware corporation (“Air T”), in its separate capacities as “Loan Party Agent” and “Guarantor” (as defined in the Original Agreement, hereinafter defined), and Alerus Financial, National As

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