Browse EX-10 agreements

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Exhibit 10.1

Bid Execution Version

MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, New York 10036

CONFIDENTIAL

October 1, 2026

ON Semiconductor Corporation

5701 N. Pima Road

Scottsdale, Arizona 85250

Attn: Mr. Thad Trent, Chief Financial Officer

Project Sonic

$2.45 Billion Senior Secured Term Loan Facilities

Commitment Letter

Ladies and Gentlemen:

ON Semiconductor Corporation, a Delaware corporation (the “Company” or “you”), has advised Morgan Stanley Senior Funding, Inc. (together with its designated affiliates, “MSSF”, and MSSF together with each person that becomes a party to this Commitment Letter as an additional “Commitment Party” pursuant to Section 3 hereof, collectively, the “Commitment Parties,” “we” or “us”) that the Company intends to acquire (the “Acquisition”), directly or indirectly, all of the issued and outstanding equity interests of a company previously identified to the Commitment Parties as “Sonic” (the “Target” and, together with its subsidiaries, the “Acquired Business”) pursuant to that certain Amende

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SEDAR+ version

FORM OF D&O SUPPORT AND VOTING AGREEMENT

September 28, 2026

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TO:	1001755979 Ontario Inc. (the “Purchaser”) and BRC Group Holdings, Inc. (the “Parent”)

Dear Sirs/Madams:

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	Re:	Support and Voting Agreement

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CREDIT AGREEMENT –AMENDMENT NO. 6 TO CREDIT AGREEMENT, CONSENT AND WAIVER

This AMENDMENT NO. 6 TO CREDIT AGREEMENT, CONSENT AND WAIVER (this “Consent”) is entered into effective September 28, 2026 (the “Effective Date”), among BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”) and Oaktree Fund Administration, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

R E C I T A L S:

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS

EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT

THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES

THAT INFORMATION HAS BEEN EXCLUDED.

THIS DISTRIBUTION AGREEMENT (“Agreement”) is dated 22 September 2026.

Parties

(1)	NEXALIN TECHNOLOGY, INC., incorporated and registered in United States of America whose registered office is at 1776 Yorktown St. Suite 550, Houston, TX 77056 (“Supplier”).

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**FIFTH AMENDMENT TO THE **

SALARY CONTINUATION AGREEMENT

FOR

LAURA CLARK

THIS AMENDMENT (the “Amendment”) is adopted as of the 1st day of October, 2026, by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Laura Clark (the “Executive”).

The Employer and the Executive executed a Salary Continuation Agreement effective as of November 1, 2014 (as amended, the “Agreement”). The Company and the Executive now wish to increase the benefits provided to the Executive in the Agreement.

NOW, THEREFORE, the Employer and the Executive adopt the following amendments to the Agreement:

Section 2.1 of the Agreement shall be deleted in its entirety and replaced by the following:

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2026 SALARY CONTINUATION AGREEMENT

This 2026 Salary Continuation Agreement (the “Agreement”), by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Darryl Rensmon (the “Executive”), made this 30th day of September, 2026, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

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SECOND AMENDMENT TO

SALARY CONTINUATION AGREEMENT

FOR

MIRANDA SPAULDING

THIS AMENDMENT (the “Amendment”) is adopted as of the 1st day of October, 2026, by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Miranda Spaulding** **(the “Executive”).

The Employer and the Executive executed a Salary Continuation Agreement effective as of October 1, 2022 (as amended, the “Agreement”). The Employer and the Executive now wish to increase the Agreement’s benefits.

NOW, THEREFORE, the Employer and the Executive adopt the following amendment to the Agreement:

Section 2.1 shall be deleted in its entirety and replaced by the following:

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

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GUARANTEE DEED POLL

dated                                                 2026

by

SHARON AI HOLDINGS INC.

Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

www.mallesons.com

Ref: 602-0118462:YC:SKS:SM

CONTENTS

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

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PROJECT DOLOMITES – SYNDICATED FACILITY AGREEMENT

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dated                                    2026

for

SAI AU NO.1 PTY LTD and SAI AU NO.3 PTY LTD

as Original Borrowers

with

THE ENTITIES LISTED IN SCHEDULE 2

as Original Lenders

with

GLOBAL LOAN AGENCY SERVICES AUSTRALIA SPECIALIST ACTIVITIES PTY LIMITED

acting as Agent

GLOBAL LOAN AGENCY SERVICES AUSTRALIA NOMINEES PTY LTD

acting as Security Trustee

Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

www.mallesons.com

Ref: 602-0118462:YC:SKS:SM

CONTENTS

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EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

AND GENTHERM INCORPORATED

DATED AS OF OCTOBER 1, 2026

TABLE OF Contents

Article I DEFINITIONS		1
Section 1.01.	Definitions	1

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Agreed Form

TRADEMARK MATTERS AGREEMENT

This TRADEMARK MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2026 (the “Effective Date”), is entered into by and between Platinum SpinCo Inc., a Delaware corporation (“Licensor”) and Modine Manufacturing Company, a Wisconsin corporation (“Licensee” and, together with Licensor, the “Parties,” and each, individually, a “Party”).

R E C I T A L S:

WHEREAS, Licensor, Licensee, and Gentherm Incorporated, a Michigan corporation (“Gold”) are parties to that certain Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”) pursuant to which Licensee has agreed to transfer (and to cause certain of its Subsidiaries to transfer) to the SpinCo Group, and SpinCo has agreed to accept and assume from Licensee (and such Subsidiaries), the SpinCo Assets and the SpinCo Liabilities (each as defined in the Separation Agreement) (the “Separation”), subject to the terms and conditions set forth therein; and

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Execution Version

TAX MATTERS AGREEMENT

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BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

AND

GENTHERM INCORPORATED

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DATED AS OF OCTOBER 1, 2026

TABLE OF CONTENTS

Page

Section 1. Definition of Terms	2
Section 2. Allocation of Tax Liabilities	12

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