Browse EX-10 agreements

EXECUTION VERSION



TWELFTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT



THIS TWELFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT (this “Twelfth Amendment”), dated to be effective as of February 27, 2026, is entered into by and among Consolidated Amusement Holdings, LLC, a Nevada limited liability company (the “Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Guarantors”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, with reference to the following facts:

RECITALS

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SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

among

CONTEXTLOGIC HOLDINGS, LLC

and

THE MEMBERS NAMED HEREIN

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Table of Contents

ARTICLE I DEFINITIONS			1
	Section 1.01	Definitions	1
	Section 1.02	Interpretation	11
ARTICLE II ORGANIZATION			12
	Section 2.01	Formation	12
	Section 2.02	Name	12
	Section 2.03	Principal Office	12
	Section 2.04	Registered Office; Registered Agent	12
	Section 2.05	Purpose; Powers	12
	Section 2.06	Term	12
	Section 2.07	No State-Law Partnership; Tax Treatment	13
ARTICLE III UNITS			13
	Section 3.01	Units Generally	13
	Section 3.02	Authorization of Units	13
	Section 3.03	Class A Convertible Preferred Units; Class B Common Units; Class P Units	13
	Section 3.04	Conversion of Class A Convertible Preferred Units	14
	Section 3.05	Other Issuances	14
	Section 3.06	Preemptive Rights	15

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Exhibit 10.1 CLASS A-1 NOTE PURCHASE AGREEMENT (SECURED FUND FEE REVENUE VARIABLE FUNDING NOTES, SERIES 2026-1, CLASS A-1) dated as of May 11, 2026 among DIGITALBRIDGE ISSUER, LLC, as the Issuer, DIGITALBRIDGE CO-ISSUER, LLC, as the Co-Issuer, DIGITALBRIDGE HOLDINGS 1, LLC, DIGITALBRIDGE HOLDINGS 2, LLC and DIGITALBRIDGE HOLDINGS 3, LLC, as the Asset Entities, DIGITALBRIDGE INVESTMENT HOLDCO, LLC, as the Manager, CERTAIN CONDUIT INVESTORS, each as a Conduit Investor, CERTAIN FINANCIAL INSTITUTIONS, each as a Committed Note Purchaser, CERTAIN FUNDING AGENTS, and BARCLAYS BANK PLC, as Letter of Credit Provider and as the Series 2026-1 Class A-1 Administrative Agent

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Execution Version

EXHIBIT 10.1

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 15, 2026 (this “Amendment”) is made by and among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the “U.K. Borrower”), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) formed and existing under the laws of Germany (the “German Borrower”), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings” and, jointly and severally with the Lead Borrower, the U.K. Borrower and the German Borrower, collectively, the “Borrowers”, and each individually a “Borrower”), each of the Subsidiaries of Holdings listed under the caption “GUARANTORS” on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors”), each lender party hereto as a 2026 Delayed Draw Term Loan Lender (as defined b

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FORBEARANCE AGREEMENT AND WAIVER TO CREDIT AGREEMENT

This FORBEARANCE AGREEMENT AND WAIVER TO CREDIT AGREEMENT, dated as of May 11, 2026 (this “May 2026 Waiver”), is entered into by and among Boxlight Corporation, a Nevada corporation (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), the financial institutions party hereto as Lenders and Whitehawk Capital Partners LP (“Whitehawk Capital”), as the Administrative Agent.

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Exhibit 10.4

FIRST AMENDMENT TO BLACK TITAN CORPORATION

SENIOR UNSECURED CONVERTIBLE NOTE

This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SENIOR UNSECURED CONVERTIBLE NOTE (THIS “AMENDMENT”), as issued by Black Titan Corporation (the “Company”) is made and effective as of May 11, 2026 (“Effective Date”), by and among the Company, and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, Section 18 of the Note provides that, except for Section 3(d), which may not be amended, modified or waived by the parties to the Note, the prior written consent of the Required Holder (as defined in the Purchase Agreement) is required for any amendment, modification or waiver of the Note;

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Exhibit 10.3

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026, by and among Black Titan Corporation, a Cayman Islands exempted company (the “Company”), and the holder of registration rights under the Registration Rights Agreement (defined below) signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, on January 16, 2026, the Company agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) to the Holder pursuant to that certain Registration Rights Agreement, dated as of January 16, 2026 (the “Registration Rights Agreement”);

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Exhibit 10.2

FIRST AMENDMENT TO BLACK TITAN CORPORATION

SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SECURITIES PURCHASE AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026 (“Effective Date”), by and among Black Titan Corporation, a Cayman Islands exempted company (the “Company”), and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, pursuant to Section 1(e) of the Purchase Agreement, the Holder may purchase at Additional Closings Additional Notes substantially in the form of Exhibit A to the Purchase Agreement;

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Exhibit 10.1

SETTLEMENT AND RELEASE AGREEMENT

This SETTLEMENT AND RELEASE AGREEMENT (“Agreement”), dated as of April 2, 2026, is entered into by and between Black Titan Corporation, as successor to Titan Pharmaceuticals, Inc. (the “Company”) and David Lazar (“Lazar,” together with the Company, the “Parties” and, each, a “Party”).

WHEREAS, the Parties entered into a certain Settlement Agreement and General Mutual Release dated April 2 (without a year) (the “Prior Settlement Agreement”);

WHEREAS, a dispute has arisen between the Parties regarding Lazar’s entitlement to the Special Bonus referenced in Section 1.b of the Prior Settlement Agreement (the “Special Bonus”); and

WHEREAS, the Parties have agreed to resolve their dispute regarding the Special Bonus pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and obligations herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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EXECUTION VERSION

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 1, 2026 (the “Amendment Date”), among ASP BDC LEV FACILITATION LLC, a Delaware limited liability company, as the borrower (the “Borrower”), ADAMS STREET CREDIT SOLUTIONS FUND, a Delaware statutory trust, as the servicer (in such capacity, the “Servicer”), the equityholder (in such capacity, the “Equityholder”) and the seller (in such capacity, the “Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (in such capacity, the “Administrative Agent”), each of the lenders from time to time party to the Loan and Security Agreement (as defined below) (together with their respective successors and assigns in such capacity, each a “Lender,” and collectively, the “Lenders”) and COMPUTERSHARE TRUST COMPANY, N.A., as the collateral agent (in such capacity, the “Collateral Agent”).

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EXECUTION VERSION

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 30, 2026 (the “Amendment Date”), among ASP BDC LEV FACILITATION LLC, a Delaware limited liability company, as the borrower (the “Borrower”), ADAMS STREET CREDIT SOLUTIONS FUND, a Delaware statutory trust, as the servicer (in such capacity, the “Servicer”), the equityholder (in such capacity, the “Equityholder”) and the seller (in such capacity, the “Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (in such capacity, the “Administrative Agent”) and each of the lenders from time to time party to the Loan and Security Agreement (as defined below) (together with their respective successors and assigns in such capacity, each a “Lender,” and collectively, the “Lenders”);

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STONERIDGE, INC.

2025 LONG-TERM INCENTIVE PLAN

SPECIAL PHANTOM SHARE GRANT AGREEMENT

January 31, 2026

Stoneridge, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby grants to [[FIRSTNAME]] [[LASTNAME]] (“Grantee”) the right to receive an amount of cash equal to the value of [[SHARESGRANTED]] Common Shares, without par value, of the Company (the “Phantom Shares”). The grant of Phantom Shares (the “Award”), as embodied by this Agreement (the “Agreement”), is described below.

1.    The Phantom Shares are in all respects subject to the terms, conditions and provisions of this Agreement and Stoneridge, Inc. 2025 Long-Term Incentive Plan (the “Plan”).

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