Browse EX-10 agreements

**EXECUTION VERSION **

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of July 15, 2026 by and among DISTRIBUTION SOLUTIONS GROUP, INC., a Delaware corporation (formerly known as Lawson Products, Inc., the “Company”), each other Borrower under the Existing Credit Agreement, the other Loan Parties under the Existing Credit Agreement, the “Lenders” party to the Existing Credit Agreement (the “Existing Lenders”) signatory hereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”), under that certain Second Amended and Restated Credit Agreement, dated as of December 18, 2025, by and among the Company, the other Loan Parties party thereto, the financial institutions from time to time party thereto as Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

*RECITALS *

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**EXECUTION VERSION **

***LIMITED GUARANTEE ***

This LIMITED GUARANTEE, dated as of July 15, 2026 (this “Limited Guarantee”), is made by LKCM Headwater Investments IV, L.P., a Delaware limited partnership** **(the “Guarantor”), in favor of Distribution Solutions Group, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement (as defined below).

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**EXECUTION VERSION **

**VOTING AND SUPPORT AGREEMENT **

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made as of July 15, 2026 by and between Distribution Solutions Group, Inc., a Delaware corporation (the “Company”), and Luther King Capital Management Corporation, a Delaware corporation (the “Voting Party”).

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Eclipse Parent Acquisitions, LLC, a Delaware limited liability company (“Parent”), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Intermediate”), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Intermediate (“Merger Sub”), have entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger a

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Exhibit 10.1

Employment Agreement

This Employment Agreement (the "Agreement") is made and entered into by and between Sharath Cherian (the "Executive") and Destiny Media Technologies, Inc. (the "Company") (each a "Party" and collectively, the "Parties") and is effective as of July 15, 2026.

WHEREAS the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, Company and the Executive agree as follows:

1. Term. The Executive's start date will be July 15, 2026, or such other date as mutually agreed between the Executive and the Company in writing (the "Start Date"). 

2. Position and Duties.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 10, 2026, by and between Caring Brands, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser).

RECITALS

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 10, 2026 by and among Brian John, through his wholly-owned entity BK Investments LLC (the “Seller”) and the person or entity set forth as Purchaser on the signature page hereto (the “Purchaser”).

RECITALS

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WHEREAS, the Seller holds an aggregate o 150,000 shares of the common stock (the “Shares”) of Caring Brands, Inc. (the “Company”), a company listed on the Nasdaq Capital Market which trades under the symbol “CABR” that they desire to sell; and

WHEREAS, the Seller desires to sell 150,000 shares of the Common Stock (the “Shares”) to the Purchaser and Purchaser desires to purchase the Shares for an aggregate purchase price of $150,000 in cash (the “Purchase Price”).

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants here in contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

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Private Placement Subscription Agreement

THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE INTERESTS DESCRIBED HEREIN.

THE PURCHASE OF THE INTERESTS INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

Bally’s Chicago, Inc.

640 N Lasalle, Suite 460

Chicago, IL 60654

Attention: Charles Diao, Chief Financial Officer

Ladies and Gentlemen:

The undersigned understands that Bally’s Chicago, Inc., a corporation organized under the laws of Delaware (the “Company”), is offering its Class A-4 Interests, Class A-5 Interests and Class A-6 Interests, each $0.001 par value per interest (each an “Interest” and collectively, the “Interests”) in a third-tranche private placement (the “Placement”).

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WRITTEN CONSENT OF STOCKHOLDER

OF

BALLY’S CHICAGO, INC.

IN LIEU OF A MEETING

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The undersigned, Bally’s Chicago Holding Company, LLC, a Delaware limited liability company (“HoldCo”), being a stockholder of Bally’s Chicago, Inc., a Delaware corporation (the “Corporation”), and the holder of shares of Class B common stock, par value $0.001 per share, of the Corporation (the “Class B Interests”), acting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 7.1 of the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Existing Certificate”), does hereby execute this consent in lieu of a meeting of stockholders of the Corporation, without prior notice and without a vote, and does hereby consent to and adopt the following resolutions with the same force and effect as if adopted at a duly called and held meeting of the stockholders of the Corporation:

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LLC INTERESTS SUBSCRIPTION AGREEMENT

THIS LLC INTERESTS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2026, by and among Bally’s Chicago Operating Company, LLC, a Delaware limited liability company (the “Company”) and Bally’s Chicago, Inc., a Delaware corporation (the “Subscriber”). Capitalized terms used herein and not otherwise defined are used as defined in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 10, 2025, as amended and/or restated from time to time (the “LLC Agreement”).

W I T N E S S E T H:

WHEREAS, the parties desire that the Subscriber subscribe for, and that the Company issue to the Subscriber, the number of LLC Interests set forth on Schedule A, on the terms and conditions hereinafter provided; and

WHEREAS, this Agreement is the LLC Subscription Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

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Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

July 15, 2026

Dear Bill:

On July 1, 2026, Cannae Holdings, Inc. (“Cannae”) issued a press release announcing that it has entered into an agreement with a company owned by you (“Foley”) to sell Cannae’s 87% interest in Brasada Ranch in exchange for the termination of Foley’s put right (the “Transaction”).    

As a closing condition of the Transaction, the Director Services Agreement dated May 12, 2025 between Cannae and Foley (the “Director Services Agreement”) shall be amended to terminate Foley’s put right.

On July 15, 2026, the Transaction closed. This letter agreement amends the Director Services Agreement.

By signing below the Company and Foley agree that the following Section 11(a) of the Director Services Agreement is deleted in its entirety:

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Execution Version

REORGANIZATION AGREEMENT

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This Reorganization Agreement (this “Agreement”) is entered into as of July 13, 2026, by and among: (i) SPRINGBIG HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); (ii) SPRINGBIG, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”); (iii) SHALCOR MANAGEMENT INC., a corporation organized and existing under the laws of the Province of Alberta, Canada (“Shalcor”), in its capacity as a Required Holder (as defined below) and as collateral agent and administrative agent for the Purchasers (as defined below) (in such capacity, “Agent”); LIGHTBANK II, L.P., a Delaware limited partnership (“Lightbank”) in its capacity as a Purchaser and Required Holder; and LS ROUND II, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Transferee”). The Parent, the Company, Shalcor, Lightbank, and the Transferee are referred to herein individually as a “Party” and colle

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