Browse EX-10 agreements

Exhibit 10.6

 

 

 

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT

 

THIS AGREEMENT is made as of the [●] day of [●], 20[●], (the “Effective Date”) by and between the Morgan Stanley Trusts as listed on Appendix A (collectively, as Appendix A may be amended from time to time, the “Trust”), each a Delaware statutory trust, having its principal office and place of business at 1585 Broadway, New York, NY 10036 and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

 

This Agreement shall constitute separate agreements, each between a single Trust and the Bank, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 16, 2026, by and between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

RECITALS

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

…

Document

Exhibit 10.1

MATCH GROUP, INC. SECOND AMENDED AND RESTATED 2024 STOCK AND ANNUAL INCENTIVE PLAN

Section 1. PURPOSE; DEFINITIONS

The purposes of this Plan are to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock and incentive plan providing incentives directly linked to stockholder value. Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:

(a)“Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company.

(b)“Applicable Exchange” means the NASDAQ or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

…

Dated June 18, 2026

 

 

 

Loan Agreement

 

 

 

between

 

RUMBLE FREEDOM FIRST HOLDING LIMITED

 

as Borrower

 

and

 

TETHER INVESTMENTS, S.A. DE C.V.

 

as Lender

 

 

 

TABLE OF CONTENTS

PREAMBLE

1

 

 

 

1.

Defined terms

1

 

 

 

2.

The Loan, Purpose of the Loan

2

 

 

 

3.

Utilization

2

 

 

 

4.

[Reserved]

2

 

 

 

5.

Term, Termination and Prepayment

2

 

 

 

6.

Exchange Option

3

 

 

 

7.

Interest

3

 

 

 

8.

Default Interest

4

 

 

 

9.

Payment; Cost and Expenses

4

 

 

 

10.

Tax Gross-Up and Indemnities

4

 

 

 

11.

Representation and Warranties

5

 

 

 

12.

General Undertakings - Borrower

5

 

 

 

13.

Lender Undertaking

10

 

 

 

14.

Information Undertakings

10

 

 

 

15.

Assignment

10

 

 

 

16.

[Reserved]

11

 

 

 

17.

Notices

11

…

ZURA BIO LIMITED

2023 EQUITY INCENTIVE PLAN

(As Amended June 1, 2023 and June 17, 2026)

1.

Purpose

The purpose of this Zura Bio Limited 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non- employee directors and other service providers of Zura Bio Limited, a Cayman Islands exempted company (the “Company”), and its shareholders by providing share-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the talented employees and service providers for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s shareholders. The Plan provides for the grant of Options, Share Appreciation Rights, Restricted Share Units, Restricted Shares and Other Share-Based Awards and for Incentive Bonuses, which may be paid in cash, Ordinary Sha

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Exhibit 10.3

 

 

 

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.

Servicer Reports and Compliance Statements

11

…

Exhibit 10.6

 

 

 

 

 

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

ARTICLE IV Asset Representations Reviewer

…

Exhibit 10.5

 

 

 

 

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.

Financial Institution's Covenants

3

…

Exhibit 10.4

 

 

 

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

Section 3.6.

…

Exhibit 10.2

 

 

 

 

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.

…

Exhibit 10.1

 

 

 

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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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 15, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warr

…