Browse EX-10 agreements

ex101sdleaseagreement

EXHIBIT 10.1 LEASE Between STERLING CITY SCIENCE SOUTH DEVELOPMENT, LLC, a Delaware limited liability company as Landlord and QUANTUM-SI INCORPORATED, a Delaware corporation as Tenant For certain premises at 9955 Pacific Heights Boulevard, San Diego, California 92121

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-1- LEASE THIS LEASE (“Lease”) made as of the 18th day of June, 2026 (“Effective Date”) between STERLING CITY SCIENCE SOUTH DEVELOPMENT, LLC, a Delaware limited liability company (“Landlord”) and the Tenant described in Item 1 of the Basic Lease Provisions (“Tenant”). LEASE OF PREMISES Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all of the terms and conditions set forth herein, those certain premises (the “Premises”) described in Item 3 of the Basic Lease Provisions and as shown in the drawing attached hereto as Exhibit B. The Premises are located in that certain building having a common address of 9955 Pacific Heights Boulevard, San Diego, California 92121, as described in Item 2 of the Basic Lease Provisions (“Building”, commonly referred to as

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Execution Version

AMENDMENT NO. 4

AMENDMENT NO. 4 (this “Agreement”), dated as of June 23, 2026, to the ABL Credit Agreement, dated as of June 18, 2019 (as amended on August 27, 2021, as amended on January 26, 2023, as amended on April 1, 2025, and otherwise as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CHEWY, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the “Agent”) and as Collateral Agent, and the other agents and arrangers party thereto.

RECITALS:

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EXECUTION VERSION

 

 

CREDIT AGREEMENT

dated as of June 23, 2026

by and among

CHEWY, INC.,

as the Initial Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent

 

 

JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

MORGAN STANLEY SENIOR FUNDING, INC.,

BOFA SECURITIES, INC.,

RBC CAPITAL MARKETS1,

AND

BARCLAYS BANK PLC

as Lead Arrangers

 

 

1 

RBC Capital Markets is the brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01

  

Defined Terms

  

 

1

 

Section 1.02

  

Classification of Loans and Borrowings

  

 

80

 

Section 1.03

  

Other Interpretive Provisions; Terms Generally

  

 

80

 

Section 1.04

  

Accounting Terms; GAAP

  

 

81

 

Section 1.05

  

Effectuation of Transactions

  

 

81

 

Section 1.06

  

Currency Translation; Rates

  

 

81

 

Section 1.07

  

[Reserved]

  

 

82

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S, PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

FORM OF STOCK PURCHASE AGREEMENT

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exhibit1027-employmentle

111 River Street, Hoboken, NJ 07030-5774, U.S. T +1 201 748 6000 F +1 201 748 6088 www.wiley.com October 4, 2019 Ms. Danielle McMahan Dear Danielle: I am pleased to confirm our offer and your acceptance of employment with John Wiley & Sons, Inc. as Executive Vice President and Chief Human Resources Officer. Your employment date will be November 11, 2019. Your base salary will be $400,000, paid on a semi-monthly basis. You will be eligible to participate in the Executive Annual Incentive Plan (“EAIP”), with an annualized target incentive is equal to 75% of your base salary, or $300,000. For FY20, which began May 1, 2019, you are eligible for prorated participation. Payout will be based on achievement of enterprise financial goals, and strategic milestones. All payouts under the EAIP are in accordance with plan provisions. Beginning with the FY20-22 performance cycle, you will be eligible to receive annual grants under the Company’s Executive Long-Term Incentive Program (“ELTIP”). Your targeted long- term incentive is $450,000. For FY20, your equity grant wil

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exhibit1020-bofaxwileyxt

Execution Version [John Wiley & Sons] Third Amendment #5364448936 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 15, 2026 (this “Amendment”), is by and among JOHN WILEY & SONS, INC., a New York corporation (the “Company”), JOHN WILEY & SONS LIMITED, a private limited company incorporated under the laws of England and Wales (“Wiley UK”), WILEY-VCH GmbH, a limited liability company organized under the laws of Germany (“Wiley-VCH”), J WILEY LIMITED, a private limited company incorporated under the laws of England and Wales (“J.Wiley UK”), WILEY EUROPE INVESTMENT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (“WEIHL” and, together with Wiley UK and J.Wiley UK, collectively, the “UK Borrowers” and, together with Wiley-VCH and the Company, the “Borrowers” and each a “Borrower”), the other Loan Parties party hereto, each of the financial institutions with an Incremental Term Commitment (as defined below) party hereto

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Exhibit 10.2

Execution Version

 

 

 

 

RECEIVABLES PURCHASE AGREEMENT

 

between

 

FORD MOTOR CREDIT COMPANY LLC, as Sponsor

 

and

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II SALE AND PURCHASE OF PURCHASED PROPERTY

1

Section 2.1.

Sale of Purchased Property

1

Section 2.2.

Payment of Purchase Price

1

Section 2.3.

Acknowledgement of Further Assignments

2

Section 2.4.

Savings Clause

2

ARTICLE III REPRESENTATIONS AND WARRANTIES

2

Section 3.1.

Sponsor's Representations and Warranties

2

Section 3.2.

Sponsor's Representations and Warranties About Pool of Receivables

3

Section 3.3.

Sponsor's Representations and Warranties About Each Receivable

4

Section 3.4.

Sponsor's Repurchase of Receivables for Breach of Representations

6

Section 3.5.

Depositor's Representations and Warranties

7

ARTICLE IV SPONSOR'S AGREEMENTS

8

Section 4.1.

Financing Statements

8

Section 4.2.

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Exhibit 10.6

Execution Version

 

 

 

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer

 

 

FORD MOTOR CREDIT COMPANY LLC, as Servicer

 

 

and

 

 

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

 

 

Dated as of June 1, 2026

  

 

 

 

 

 

 

  

TABLE OF CONTENTS

 

ARTICLE I USAGE AND Definitions

1

Section 1.1.

Usage and Definitions

1

Section 1.2.

Additional Definitions

1

Section 1.3.

Review Materials and Test Definitions

2

ARTICLE II Engagement of ASSET REPRESENTATIONS REVIEWER

2

Section 2.1.

Engagement; Acceptance

2

Section 2.2.

Confirmation of Status

2

ARTICLE III Asset Representations Review PROCESS

2

Section 3.1.

Review Notices

2

Section 3.2.

Identification of Review Receivables

3

Section 3.3.

Review Materials

3

Section 3.4.

Performance of Reviews

3

Section 3.5.

Review Reports

4

Section 3.6.

Review Representatives

4

Section 3.7.

Dispute Resolution

5

Section 3.8.

Limitations on Review Obligations

5

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Exhibit 10.1

Execution Version

 

 

 

AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

and

 

U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee

 

for

 

FORD CREDIT AUTO OWNER TRUST 2026-B

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II ORGANIZATION OF TRUST

1

Section 2.1.

Name

1

Section 2.2.

Office

1

Section 2.3.

Purposes and Powers

1

Section 2.4.

Appointment of Owner Trustee

2

Section 2.5.

Contribution and Sale of Trust Property

2

Section 2.6.

Declaration of Trust

2

Section 2.7.

Limitations on Liability

2

Section 2.8.

Title to Trust Property

3

Section 2.9.

Location of Issuer

3

Section 2.10.

Depositor's Representations and Warranties

3

Section 2.11.

Tax Matters

4

ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS

6

Section 3.1.

Residual Interest

6

Section 3.2.

Registration of Residual Interest

7

Section 3.3.

Transfer of Residual Interest

7

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Exhibit 10.5

Execution Version

 

 

 

 

ACCOUNT CONTROL AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Grantor

 

 

THE BANK OF NEW YORK MELLON, as Secured Party

 

 

and

 

 

THE BANK OF NEW YORK MELLON, as Financial Institution

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS

1

Section 2.1.

Description of Accounts

1

Section 2.2.

Account Changes

1

Section 2.3.

Account Types

2

Section 2.4.

Securities Accounts

2

ARTICLE III SECURED PARTY CONTROL

2

Section 3.1.

Control of Collateral Accounts

2

Section 3.2.

Investment Instructions

2

Section 3.3.

Conflicting Orders or Instructions

2

ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF

3

Section 4.1.

Subordination

3

Section 4.2.

Set-off and Recoupment

3

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS

3

Section 5.1.

Financial Institution's Representations and Warranties

3

Section 5.2.

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Exhibit 10.3

Execution Version

 

 

 

SALE AND SERVICING AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer,

 

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

 

and

 

 

FORD MOTOR CREDIT COMPANY LLC, as Servicer

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II SALE AND PURCHASE OF SOLD PROPERTY; REPRESENTATIONS AND WARRANTIES

1

Section 2.1.

Sale of Sold Property

1

Section 2.2.

Acknowledgement of Further Assignments

1

Section 2.3.

Savings Clause

1

Section 2.4.

Depositor's Representations and Warranties About Sold Property

2

Section 2.5.

Depositor's Repurchase of Receivables for Breach of Representations

4

Section 2.6.

Dispute Resolution

5

ARTICLE III SERVICING OF RECEIVABLES

8

Section 3.1.

Engagement

8

Section 3.2.

Servicing of Receivables

8

Section 3.3.

Servicer's Purchase of Receivables

10

Section 3.4.

Sale of Charged-Off Receivables

11

Section 3.5.

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Exhibit 10.4

Execution Version

 

 

 

ADMINISTRATION AGREEMENT

 

between

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer,

 

and

 

FORD MOTOR CREDIT COMPANY LLC, as Administrator

 

Dated as of June 1, 2026

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

 

 

 

ARTICLE II ADMINISTRATION OF ISSUER

1

 

 

 

Section 2.1.

Engagement of Administrator

1

Section 2.2.

Administrator's Rights and Obligations

1

Section 2.3.

Limits on Administrator's Rights and Obligations

2

Section 2.4.

Power of Attorney

3

Section 2.5.

Access to Issuer Records

3

Section 2.6.

Review of Administrator's Records

3

Section 2.7.

Updating List of Responsible Persons

3

Section 2.8.

Administrator's Fees and Expenses

3

 

 

 

ARTICLE III ADMINISTRATOR

3

Section 3.1.

Administrator's Representations and Warranties

3

Section 3.2.

Liability of Administrator

4

Section 3.3.

Indemnities

5

Section 3.4.

Resignation and Removal of Administrator

6

Section 3.5.

Successor Administrator

7

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