Browse EX-10 agreements

THIRTEENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

THIRTEENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of May 26, 2026 (this “Amendment”), by and among AVEANNA HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), AVEANNA HEALTHCARE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto, each 2026 Refinancing Term Loan Lender (as defined below) party hereto, each 2026 Refinancing Revolving Credit Lender (as defined below) party hereto, each L/C Issuer party hereto (the “L/C Issuers”) and BARCLAYS BANK PLC, as the Administrative Agent (in such capacity, the “Administrative Agent”) and as the Swingline Lender.

RECITALS:

WHEREAS, reference is hereby made to that certain First Lien Credit Agreement, dated as of March 16, 2017 (as amended by that certain (i) Joinder Agreement and Amendment, dated as of July 1, 2018, (ii) Amendment No. 2 to First Lien Credit Agreement, dated as of March 19, 2020, (iii) Amendment No. 3 to First Lien Credit Agreement, dated as of April 1, 2020, (iv) Second Joinder Agreement and Fourth Amendment, dated as of September 21, 2020, (v) Third Joinder Agreement and Fifth Amendment, dated as of March 11, 2021, (vi) Extension Amendment to First Lien Credit Agreement, dated as of July 15, 2021, (vii) Seventh Amendment, dated as of August 9, 2021, (viii) Eighth Amendment to First Lien Credit Agreement, dated as of March 23, 2023, (ix) Ninth Amendment to First Lien Credit Agreement, dated as of June 30, 2023, (x) Tenth Amendment to First Lien Credit Agreement, dated as

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Exhibit 10.4

Execution Version

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

This Second Amendment to Asset Purchase Agreement (together with Exhibit A-1 and Exhibit C, this “Amendment”), is made as of May 8, 2026 (the “Effective Date”), by and among (i) Vireo Health, Inc., a Delaware corporation (“Original Buyer”), (ii) Vireo Growth Inc., a British Columbia corporation (“Parent”), (iii) the entities set forth on the “Acquiring Entities” signature page attached hereto (collectively, the “Acquiring Entities;” and together with Original Buyer, “Buyer”), (iv) the entities set forth on the “Company” signature page attached hereto (collectively, the “Company”), (v) PharmaCann Inc., a Delaware corporation (“PharmaCann”), and (vi) Argent Institutional Trust Company, as collateral agent under the Indenture (as defined below) (“Agent”). The Company and PharmaCann are each referred to herein as a “Company Party,” and collectively as the “Company Parties.” Buyer and Parent are collectively referred to as the “Vireo Parties.” Agent, the Company, PharmaCann, Buyer and Parent are each referred to herein as a “Party,” and collectively as the “Parties.”

RECITALS

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Exhibit 10.1

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Execution Version

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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

CREDIT AGREEMENT

Dated as of August 7, 2026

among

PROLIFIC SUPPLY LLC,

AND CERTAIN OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO,

each as a U.S. Borrower,

bwab canada ulc,

as a Canadian Borrower,

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,

and

BANK OF MONTREAL,

as Administrative Agent, Letter of Credit Issuer
and Swing Line Lender

BMO Capital Markets,

as Arranger and Book Runner

TABLE OF CONTENTS

Page

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AEBI SCHMIDT GROUP

RESTRICTED STOCK UNIT AWARD AGREEMENT

Dear #ParticipantName#,

This is an individual Award Agreement under the “Equity Incentive Plan Aebi Schmidt Group” (the “Plan”); capitalized terms not defined herein shall have the meaning assigned to such terms in Appendix 1 to the Plan.

We are very happy to confirm that the Board has decided to offer to you a grant of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the Plan and the further individual details set out below:

Name of the Participant					#ParticipantName#
Birth date of the Participant					#GrantCustom1#
Individual Grant Target Value					RSUs: $#GrantCustom2# (USD)
RSU Conversion Price					RSUs: $Conversion Price (USD)

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AEBI SCHMIDT GROUP

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

Dear #ParticipantName#,

This is an individual Award Agreement under the “Equity Incentive Plan Aebi Schmidt Group” (the “Plan”); capitalized terms not defined herein shall have the meaning assigned to such terms in Appendix 1 to the Plan.

We are very happy to confirm your grant of Restricted Stock (“RS”), subject to the terms and conditions of the Plan and the further individual details set out below:

Name of the Participant					#ParticipantName#
Birth date of the Participant					#GrantCustom1#
Individual Grant Target Value					RS: $#GrantCustom2# (USD)
RS Conversion Price					RS: $Conversion Price(USD)
Resulting Number of Shares granted					RS: #QuantityGranted#

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THE ELMET GROUP CO.

EXECUTIVE CHANGE IN CONTROL SEVERANCE POLICY

Effective Date: April 17, 2026

Approved By: Board of Directors

1. Purpose

The purpose of this Executive Change in Control Severance Policy (this, “CIC Policy”) is to provide limited severance protection to selected executives of The Elmet Group Co. and its subsidiaries in connection with a Change in Control, in order to promote retention and continuity and to support objective decision making during a potential or completed transaction.

2. Covered Executives

This Policy applies only to those executives who are (i) engaged in a role with the title of “Director” or above, and (ii) expressly designated for participation by the Board of Directors or the Compensation Committee (each such executive, a “Covered Executive”). Covered Executives shall be limited to a select group of management or highly compensated employees within the meaning of ERISA Sections 201, 301, and 404.

No employee shall be eligible for benefits under this CIC Policy unless and until such employee has been designated as a Covered Executive by formal action of the Board of Directors or the Compensation Committee.

3. Nature of Policy

This CIC Policy is a board-approved compensation policy. It is not an employment agreement and does not create a contract of employment, a guarantee of continued employment, or any right to continued service for any period of time.

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THE ELMET GROUP CO.

EXECUTIVE SEVERANCE POLICY

Effective Date: April 17, 2026

Approved By: Board of Directors

1. Purpose

The purpose of this Executive Severance Policy (this “Policy”) is to provide a consistent framework for severance and certain related benefits for selected executives of The Elmet Group Co. and its subsidiaries in the event of specified terminations of employment that are not related to a Change in Control.

2. Covered Executives

This Policy applies only to those executives who are (i) engaged in a role with the title of “Director” or above, and (ii) expressly designated by the Board of Directors or the Compensation Committee to participate (each such executive, a “Covered Executive”). Covered Executives shall be limited to a select group of management or highly compensated employees within the meaning of ERISA Sections 201, 301, and 404.

No employee shall be eligible for benefits under this Policy unless and until such employee has been designated as a Covered Executive by formal action of the Board of Directors or the Compensation Committee.

3. Nature of Policy

This Policy is a board-approved compensation policy. It is not an employment agreement and does not create a contract of employment, a guarantee of continued employment, or any right to continued service for any period of time.

Nothing in this Policy alters the at-will employment status of any Covered Executive.

4. Definitions

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Annual PRSUs

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, the terms defined in the Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (as amended, restated or otherwise modified from time to time and in effect on the Grant Date (defined below), the “Plan”) shall have the same defined meanings in this Grant Notice (the “Grant Notice”) and the Performance Restricted Stock Unit Agreement attached as Exhibit A to this Grant Notice, including any special terms and conditions for your country set forth in Annex A attached hereto (collectively, the “Agreement”).

Tapestry, Inc. (the “Company”) has granted you the following Performance Restricted Stock Units (“PRSUs”), subject to the terms and conditions of the Plan and the Agreement.

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Annual 4 Year Graded RSU

Second Amended and Restated Tapestry, Inc.

2018 Stock Incentive Plan

Restricted Stock Unit Award Grant Notice and Agreement

NAME

Tapestry, Inc. (the “Company”) is pleased to confirm that you have been granted a restricted stock unit award (this “Award”), effective as ofGRANT DATE(the “Grant Date”), as provided in this agreement, including any special provisions for Award recipients outside the United States set forth in Annex A (the “Agreement”) pursuant to the Second Amended and Restated Tapestry Inc. 2018 Stock Incentive Plan (as amended, restated or otherwise modified from time to time and in effect on the Grant Date, the “Plan”). Capitalized terms used but not defined in the Agreement shall have the meanings given to such terms in the Plan:

1.    Award. Subject to the restrictions, limitations and conditions as described below, the Company hereby awards to you as of the Grant Date:

# of RSUs restricted stock units (“RSUs”)

which are considered Restricted Stock Unit Awards under the Plan. Upon vesting, each RSU shall convert into one share of the Company’s common stock (collectively, the “Shares”), as provided in the Plan. The RSUs are not transferable by you by means of sale, assignment, exchange, pledge, or otherwise, and prior to vesting and while the restrictions are in effect, the Shares underlying the RSUs are not transferable by you by means of sale, assignment, exchange, pledge, or otherwise.

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Annual 4 Year Graded Option

Second Amended and Restated Tapestry, Inc.

2018 Stock Incentive Plan

Stock Option Grant Notice and Agreement

NAME

Tapestry, Inc. (the “Company”) is pleased to confirm that you have been granted a stock option (an “Option”), effective as of GRANT DATE(the “Grant Date”), as provided in this agreement, including any special provisions for Award recipients outside the United States set forth in Annex A (the “Agreement”) pursuant to the Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (as amended, restated or otherwise modified from time to time and in effect on the Grant Date, the “Plan”). Capitalized terms used but not defined in the Agreement shall have the meanings given to such terms in the Plan.

    1.    Option Right. Your Option is to purchase, on the terms and conditions set forth below, the following number of Option Shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per Option Share (the “Common Stock”), at the exercise price specified below (the “Grant Price”).

							Number of Option Shares	Grant Price Per Option Share
Option Shares Granted							# of Options	Grant Price

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Execution Version

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of August, 2026 (the “Effective Date”), by and among Columbia Care MD Realty LLC, a Maryland limited liability company (“Seller”), 6797 Bowman Frederick LLC, a Delaware limited liability company (“Buyer”) and, for the limited purposes set forth herein, THE CANNABIST COMPANY HOLDINGS, INC., a British Columbia corporation (“Parent”).

R E C I T A L S

A.           Seller is the owner of the “Property” (defined below), which consists principally of a cultivation facility located in the City of Frederick, Frederick County, State of Maryland, having a street address of 6797 Bowman Crossing.

B.           Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions hereinafter documented.

C.           Simultaneously with the execution and delivery hereof, Columbia Care LLC, The Cannabist Company Holdings Inc. and the other selling parties thereto, each an affiliate of Seller, have entered into a Purchase Agreement for the sale and purchase of certain personal and other property used in connection with the Property to Free State Botanicals LLC, Free State Botanicals Cultivation LLC and Free State Botanicals Holdings, LLC (the “Asset Purchase Agreement”).

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