Browse EX-10 agreements

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of October 7, 2026 (the “Effective Date”) by and between Amaero Inc., a Delaware corporation (the “Company”), and Hank Holland (“Executive”) (collectively, the “Parties,” and each, a “Party”). This Agreement replaces in its entirety the Amended and Restated Executive Employment Agreement by and between Executive and Company dated as of August 27, 2026.

R E C I T A L S

WHEREAS, the Company desires to continue to retain the services of Executive as the Company’s Chief Executive Officer and to have Executive serve as Chair of the Company’s Board of Directors (the “Board”), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Executive desires to continue to provide services to the Company pursuant to the terms and conditions set forth in this Agreement;

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.9

FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT

THIS FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT, dated as of June 11, 2026 (this “Amendment”), is made by and among Amaero Advanced Materials & Manufacturing, Inc., a Delaware corporation (the “Borrower”), AMAERO INC., a Delaware corporation (“US HoldCo”), AMAERO LTD (ACN 633 541 634), an Australian limited company (“Amaero International”), AM AERO INC., a California corporation (“AM Aero”), AMAERO ENGINEERING PTY LIMITED (ACN 162 732 649), an Australian limited company (“Amaero Engineering”), AMAERO ALLOYS PTY LIMITED (ACN 644 922 636), an Australian limited company (“Amaero Alloys”, together with US HoldCo, Amaero International, AM Aero, Amaero Engineering, the “Guarantors” and each a “Guarantor”), and the EXPORT-IMPORT BANK OF THE UNITED STATES, an agency of the

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Execution Version

LOAN AGREEMENT

This LOAN AGREEMENT (as the same may be amended, restated, modified, substituted or extended from time to time, this “Agreement”) is made as of this 2nd day of October, 2026 (the “Closing Date”), by and among VIREO PROPERTY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), VIREO PROPERTY HOLDINGS NEW YORK, LLC, a Delaware limited liability company (“Holdings NY”), VIREO PROPERTY HOLDINGS FLORIDA, LLC, a Delaware limited liability company (“Holdings FL”), 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company (“NY PropCo”), 160 COMFORT ROAD, LLC, a Delaware limited liability company (“FL PropCo”, and together with Holdings, Holdings NY, Holdings FL and NY PropCo, jointly, severally and collectively, the “Borrowers” and each individually, a “Borrower”), the Guarantors from time to time party hereto, and NEEDHAM BANK, a Massachusetts commercial bank (“Lender,” which expression shall include Lender’s successors and assigns, and providers of any Bank Products).

PRELIMINARY STATEMENTS

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Execution Version

CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE

$60,000,000.00	October 2, 2026

FOR VALUE RECEIVED, VIREO PROPERTY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), VIREO PROPERTY HOLDINGS NEW YORK, LLC, a Delaware limited liability company (“Holdings NY”), VIREO PROPERTY HOLDINGS FLORIDA, LLC, a Delaware limited liability company (“Holdings FL”), 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company (“NY PropCo”), 160 COMFORT ROAD, LLC, a Delaware limited liability company (“FL PropCo”, and together with Holdings, Holdings NY, Holdings FL and NY PropCo, jointly, severally and collectively, the “Borrowers”, which expression shall include Borrowers’ permitted successors and assigns), each having a principal address at 207 S. 9th Street, Minneapolis, MN 55402, JOINTLY AND SEVERALLY, UNCONDITIONALLY PROMISE TO PAY TO THE ORDER OF NEEDHAM BANK, a Massachusetts commercial bank (“Lender,” which expression shall i

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EXECUTION VERSION 1762858062 $1,100,000,000 CREDIT AGREEMENT dated as of October 5, 2026 by and among WERNER ENTERPRISES, INC., as Borrower, the Lenders referred to herein, as Lenders, and BMO BANK N.A., as Administrative Agent, Swingline Lender and Issuing Lender BMO CAPITAL MARKETS CORP., WELLS FARGO SECURITIES, LLC and TD SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners WELLS FARGO BANK, NATIONAL ASSOCIATION and THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Co-Syndication Agents PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent Exhibit 10.1 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS .........................................................................................................................1 Section 1.1 Definitions......................................................................................................................1 Section 1.2 Other Definitions and Provisions.................................................................................35 Section 1.3 Accounting Terms.........................................................

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@ 03 2 180 28ßß 03 2 160 2826 0 O ORIGIN A L Our Ref Date MIEL/IND/SPIl/TEMSB/A101/202 6 16 March 2026 TEM ELECTRONICS (M) SDN. BHD. No. A101, Jalan 2A, Kawasan Perusahaan MIEL Sungai Lalang, 08000 Sungai Petani, Kedah. (Attn : Ms Teh Chooi Phing) Dear Ms Teh Chooi Phing, PN B Commercial RENEWAL OF TENANCY LANDLORD TENANT DEMISED PREMISES : MIDF PROPERTY BERHAD TEM ELECTRONICS (M) SDN . BHD . FACTORY LOT NO . 84 , KAWASAN MIEL SUNGAI PETANI, PHASE II, BEARING POSTAL ADDRESS AS NO . A 101 , JALAN 2 A, KAWASAN PERUSAHAAN MIEL SUNGAI LALANG, 08000 SUNGAI PETANI, KEDAH DARUL AMAN We refer to the Tenancy Agreement between MIDF Property Berhad and TEM Electronics (M) Sdn . Bhd. dated 21 July 2023 ("Tenancy Agreement”), which will expire on 31 March 2026. 2. Pursuant to your request, we agree to renew the tenancy of the Demised Premises, subject to the revised terms set out below: lil. ii. i. Term The renewed tenancy shall be for a period of two (2) years, commencing on 1 April 2026 and expiring on 31 March 2028 ("Renewed Term"). Rental The gross monthly rental, exclusive of all forms of ch

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To, . . . . ......... . ......................... Tenaga Nasional Berhad (Sungai Petani) 23, Jalan Petri 08000 Sungai Petani Kedah Darul Aman. BANK GUARANTEE FDR BILL/INDEMNITY PAYMENT - PEBMCA022S47 REPLACING BANK GUARANTEE NO. PEBMCA019977 In consideration of Tenaga Nasional Berhad (hereinafter referred to as "Tenaga Nasional") for supplying electric power or leasing equipment to TEM ELECTRONICS (M) SDN . BHD . at A 99 , JALAN 2 A - 2 , KAW PERUSAHAAN MIEL, SG LALANG FASA 1 , 08000 SUNGAI PETANI, KEDAH (hereinafter referred to as the "User") HSBC BANK MALAYSIA National Energy Berhad (TNB 190) B E A D 4 W 4 4 W 4 W 4 W 4 W 4 4 4 4 4 4 4 4 4 44 4 4 4 4 4 4 4 G G G G 4 G 4 G 4 G G G G 4 G 4 A G G A G A A A G A G G G G A A A G A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A a E N A LEVEL 30 , TRX CORRIDOR, 55188 TUN RAZAX EXCHANGE, KUALA LUMPUR .................................................................................................... (hereinafter referred to as the "Bank") shall pay to Tenaga Nasional any monies not exceeding in the aggregate

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LOAN AGREEMENT

THIS LOAN AGREEMENT is made on the 10th day of September, 2025

BETWEEN: -

LINKERS INDUSTRIES LIMITED, a company incorporated in British Virgin Islands with company number 2113657, whose registered office is located at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Lender”); and

TEM ELECTRONICS (M) SDN BHD, a company incorporated in Malaysia with company number 199501036258(365460-T), whose registered address and correspondence address are located at 119 A&C, Lorong Macalister, 10400 George Town, Pulau Pinang and Lot A99, Jalan 2A-3, Lot A101 & A102, Jalan 2A, Kawasan Perusahaan MIEL Sungai Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia, respectively (the “Borrower”).

The Lender and the Borrower are entering this loan agreement (“Loan Agreement”) in writing of all the terms of the Loan Agreement as follows:-

	1.	Amount of the Loan

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LOAN AGREEMENT

THIS LOAN AGREEMENT is made on the 20th day of May, 2026

BETWEEN: -

LINKERS INDUSTRIES LIMITED, a company incorporated in British Virgin Islands with company number 2113657, whose registered office is located at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Lender”); and

TEM ELECTRONICS (M) SDN BHD, a company incorporated in Malaysia with company number 199501036258(365460-T), whose registered address and correspondence address are located at 119 A&C, Lorong Macalister, 10400 George Town, Pulau Pinang and Lot A99, Jalan 2A-3, Lot A101 & A102, Jalan 2A, Kawasan Perusahaan MIEL Sungai Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia, respectively (the “Borrower”).

The Lender and the Borrower are entering this loan agreement (“Loan Agreement”) in writing of all the terms of the Loan Agreement as follows:-

1.	Amount of the Loan

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03 2 160 2088 03 2 180 2826 O O R G N I I AL PNB Commercial Our Ref Date MIEL/IND/SPII/TEMSB/A102/202 6 16 March 2026 TEM ELECTRONICS (M) SDN. BHD. No. A102, Jalan 2A, Kawasan Perusahaan MIEL Sungai Lalang, 08000 Sungai Petani, Kedah. (Attn : Ms Teh Chooi Phing) Dear Ms Teh Chooi Phing, RENEWAL OF TENANCY LANDLORD TENANT DEMISED PREMISES : MIDF PROPERTY BERHAD TEM ELECTRONICS (M) SDN . BHD . FACTORY LOT NO . 83 , KAWASAN MIEL SUNGAI PETANI, PHASE II, BEARING POSTAL ADDRESS AS NO . A 102 , JALAN 2 A, KAWASAN PERUSAHAAN MIEL SUNGAI LALANG, 08000 SUNGAI PETANI, KEDAH DARUL AMAN We refer to the Tenancy Agreement between MIDF Property Berhad and TEM Electronics (M) Sdn. Bhd. dated 21 July 2023 (”Tenancy Agreement“), which will expire on 31 March 2026. 2. Pursuant to your request, we agree to renew the tenancy of the Demised Premises, subject to the revised terms set out below: i. Term The renewed tenancy shall be for a period of two (2) years, commencing on 1 April 2026 and expiring on 31 March 2028 ("Renewed Term"). ii. Rental The gross monthly rental, exclusive of all forms of charges,

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NATIONAL ENERGY BERHAD (TNB 190)(28/068344/2)........ . ...... .... ........ .... .......... . ..............Tenaga Nasional Berhad (Sungai Petani) 23, Jalan Petri 08000 Sungai Petani Kedah Darul Annan. BANK GUARANT ££ FOR BILL/INDEMNITY PAYMENT - PEBMCA022546 REPLACING BANK GUARANT££ NO. P£BMCA019976 In consideration of Tenaga Nasional Berhad (hereinafter referred to as "Tenaga Nasional") for supplying electric power or renting equipment to TEM ELECTRONICS (M) SDN. BHD. (hereinafter referred to as the "Customer") HSBC BANK MALAYSIA BERHAD at MENARA IQ, LEVEL 30, TRX CITY, 55188 TUN RAZAK EXCHANGE, KUALA LUMPUR (hereinafter referred to as the "Bank") shall pay to Tenaga Nasional any and all monies not exceeding RM50,000.00 in total which may at any time be owed by the User to Tenaga Nasional and which shall be and remain owing at any time and/or any times during the guarantee period [in relation to the payment of liquidated damages as recorded in the electricity supply contract by Tenaga Nasional to the User and] also in relation to the supply of electricity and/or the rental of equ

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* Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K. [***] indicates that information has been redacted.

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	409 Silverside Road, Suite 105 Wilmington, DE 19809

CONFIDENTIAL TO THE EXTENT SET FORTH HEREIN

October 1, 2026

Jeffrey Nager

[***]
[***]

RE: Severance and General Release Agreement

Dear Jeffrey,

The Bancorp Bank, N.A. (the “Company”) has communicated to you that it is restructuring certain business and support functions to align with strategic priorities. Unfortunately, your position is being eliminated as part of this restructuring. We are interested in resolving cooperatively your separation of employment with the Company, effective October 1, 2026. Toward this end, we are offering you the following Agreement, which includes a General Release (the “Agreement”).

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