Browse EX-10 agreements

**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1 **

**AMENDED AND RESTATED **

**TRUST AGREEMENT **

**between **

**CAPITAL ONE AUTO RECEIVABLES, LLC, **

**as the Depositor **

**and **

**BNY MELLON TRUST OF DELAWARE, **

**as the Owner Trustee **

**Dated as of September 17, 2026 **

COPAR 2026-1

Amended and Restated

Trust Agreement

---

**TABLE OF CONTENTS **

		Page
ARTICLE I DEFINITIONS			1

…

**SERVICING AGREEMENT **

by and between

**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1, **

as Issuer

**CAPITAL ONE, NATIONAL ASSOCIATION, **

as Servicer

and

**WILMINGTON TRUST, NATIONAL ASSOCIATION, **

as Indenture Trustee

**Dated as of September 17, 2026 **

---

**TABLE OF CONTENTS **

| | | | | | | | | -------------------------------------------------------------------------- | - | ------------------------------------------------------------------------- | : | - | -: | - | | | | | | | | | | ARTICLE I DEFINITIONS AND USAGE | | | | | 1 | |

…

**PURCHASE AGREEMENT **

dated as of September 17, 2026

between

CAPITAL ONE, NATIONAL ASSOCIATION

and

CAPITAL ONE AUTO RECEIVABLES, LLC,

as Purchaser

				COPAR 2026-1 Purchase Agreement

---

**TABLE OF CONTENTS **

		Page
ARTICLE I DEFINITIONS AND USAGE

…

ASSET REPRESENTATIONS REVIEW AGREEMENT

CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1,

as Issuer,

CAPITAL ONE, NATIONAL ASSOCIATION,

as Sponsor and Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of September 17, 2026

---

**TABLE OF CONTENTS **

| | | | | | | | | ------------------------------------------------------------------------- | - | -------------------------------------------------------------------- | : | :------: | -: | - | | | | | | | | | | | | | | Page | | |

…

**SALE AGREEMENT **

dated as of September 17, 2026

between

CAPITAL ONE AUTO RECEIVABLES, LLC

and

CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1,

as Purchaser

---

**TABLE OF CONTENTS **

| | | | | | | | | ----------------------------------------------------- | - | ----------------------------------------------------------------------------- | : | - | -: | - | | | | | | | | | | ARTICLE I DEFINITIONS AND USAGE | | | | | 1 | | | | | | | | | |

…

**EXCLUSIVE COLLABORATION, OPTION AND LICENSE AGREEMENT **

THIS EXCLUSIVE COLLABORATION, OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 14th day of September 2026 (the “Effective Date”), by and between HEBEI SENLANG BIOTECHNOLOGY CO., LTD., a company organized and existing under the laws of the People’s Republic of China (“Licensor”), and TEMPEST THERAPEUTICS, INC., a company organized and existing under the laws of Delaware (“Licensee”). Licensor and Licensee may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Licensor owns or controls certain Licensed Technology (as defined herein);

WHEREAS, Licensee desires to receive from Licensor certain rights to the Licensed Technology in order that Licensee may develop and commercialize Licensed Products in the Licensed Territory (as such terms are defined herein); and

…

** **

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made by and between Sadot Group Inc. (“SDOT”) a Nevada corporation (the “Company”) with an address located at 300 E. Renfro Street, Suite 300, Burleson, Texas 76028, and Michael D. Murray (“Employee”), as of September 15, 2026 (the “Effective Date”).

WHEREAS, the Company has offered employment to Employee and the parties wish to enter into this Agreement to document the terms and conditions of their relationship;

WHEREAS, the Compensation Committee of the Board of Directors of the Company, composed solely of independent directors, approved Employee’s appointment as an executive officer, this Agreement and the compensation provided for herein on September 15, 2026, in accordance with Nasdaq Listing Rule 5605(d)(3), and Employee was not present during the deliberations or voting concerning Employee’s own compensation;

…

** **

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of September 15, 2026 (the “Amendment Effective Date”), by and between Sadot Group Inc., a Nevada corporation (the “Company”), and Chagay [Haggai] Ravid (“Employee”).

WHEREAS, the Company and Employee are parties to that certain Employment Agreement effective as of May 28, 2025 (the “Employment Agreement”);

WHEREAS, under Section 1.1 of the Employment Agreement, Employee currently serves as Chief Executive Officer of the Company and, since August 21, 2026, has also served as Interim Chief Financial Officer of the Company and has been designated the Company’s principal financial officer and principal accounting officer, and the parties desire that Employee vacate the Chief Executive Officer position, the Interim Chief Financial Officer position and those designations while continuing his service as a member of the Board of Directors; and

…

Execution Version

---

SECOND AMENDED AND RESTATED

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

VERIZON MASTER TRUST,
as Trust

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Servicer

and

PENTALPHA SURVEILLANCE LLC,
as Asset Representations Reviewer

Dated as of April 23, 2024

---

---

TABLE OF CONTENTS

Page

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

…

---

FORM OF

SERIES 2026-3 ACCOUNT CONTROL AGREEMENT

among

VERIZON MASTER TRUST,
as Grantor

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Secured Party

and

U.S. BANK NATIONAL ASSOCIATION,
as Financial Institution

Dated as of September 22, 2026

---

---

TABLE OF CONTENTS

Page

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1	Usage and Definitions	1
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		1

…

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UP

…

** **

Exhibit 10.5

** **

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

HEALTHY CHOICE WELLNESS CORP.

Issue Date: September [●], 2026 (the “Issue Date”)

…