Browse EX-10 agreements

Exhibit 10.8

 

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC., as Sponsor and Servicer

 

and

 

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

 

 

 

Dated as of June 12, 2026

 

 

 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE I USAGE AND DEFINITIONS

1

 

 

 

Section 1.1

Usage and Definitions

1

Section 1.2

Additional Definitions

2

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

3

 

 

 

Section 2.1

Engagement; Acceptance

3

Section 2.2

Confirmation of Scope

3

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1

Review Notices

3

Section 3.2

Identification of Subject Leases

3

Section 3.3

Review Materials

3

Section 3.4

Performance of Reviews

4

Section 3.5

Review Reports

5

Section 3.6

Limitations on Review Obligations

5

Section 3.7

Dispute Resolution.

6

 

 

 

ARTICLE IV ASSET REPRESENTATIONS REVIEWER

6

…

Exhibit 10.7

 

 

 

SECURITIES ACCOUNT CONTROL AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer,

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee

 

and

 

U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary

 

Dated as of June 12, 2026

 

 

 

PILOT 2026-1 Securities Account Control Agreement

 

 

Table of Contents

 

Page

 

ARTICLE I DEFINITIONS

1

Section 1.1

Defined Terms

1

Section 1.2

Other Interpretive Provisions

1

ARTICLE II ACCOUNTS

2

Section 2.1

Accounts

2

ARTICLE III RIGHTS OF THE SECURED PARTY

2

Section 3.1

Control of Accounts by Secured Party

2

Section 3.2

No Control by Issuer or Third Parties Concerning Trust Accounts

3

Section 3.3

Perfection of Security Interests in Accounts

3

Section 3.4

Notices of Adverse Claims

3

ARTICLE IV RIGHTS AND Responsibilities of Securities InterMEDIARY

3

…

NON-REDEMPTION AGREEMENT

 

This Non-Redemption Agreement (this “Agreement”) is entered as of June 11, 2026 by and among Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and each of the undersigned investors, severally and not jointly (collectively referred to herein as, the “Investor”).

RECITALS

WHEREAS, the Sponsor was initially issued Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially issued in a private placement prior to the Company’s initial public offering (the “IPO”), which Class B Ordinary Shares were converted into Class A Ordinary Shares (as defined below) on June 8, 2026 (such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares, the “Founder Shares”);

…

Canary HBAR ETF 8-K

Exhibit 10.8

 

AMENDED AND RESTATED SPONSOR AGREEMENT

 

THIS AMENDED AND RESTATED SPONSOR AGREEMENT (the “Agreement”), dated as of June 9, 2026, is made by and between Canary Capital Group LLC, a Delaware limited liability company (“Sponsor”), and Canary HBAR ETF, a statutory trust organized under the laws of Delaware (the “Trust”).

 

WHEREAS, the Sponsor and the Trust entered into that certain Original Sponsor Agreement dated October 6, 2025 (the “Original Sponsor Agreement”); and

 

WHEREAS, simultaneously with the execution of this Agreement, the Sponsor and the Trust are entering into the Second Amended and Restated Trust Agreement, which, among other things, authorizes the Trust to participate in a Staking Program with respect to the Trust’s HBAR holdings; and

 

WHEREAS, the Sponsor and the Trust desire to amend and restate the Original Sponsor Agreement in its entirety as set forth herein.

…

Exhibit 10(a)

 

RESTRICTED STOCK Unit AWARD AGREEMENT (Performance-Based Vesting)

 

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made on                      (the “Date of Grant”), by and between REX American Resources Corporation, a Delaware corporation (the “Company”) and the undersigned,                                     (“Grantee”). Capitalized terms not otherwise defined herein shall have the same meaning as in the REX American Resources Corporation 2026 Incentive Plan (the “Plan”).

…

PURCHASE AGREEMENT

 

between

 

FireFish TopCo, LLC

 

and

 

Aspire Biopharma Holdings, Inc.

 

Dated as of June 10, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

Article I DEFINITIONS AND INTERPRETATIONS

1

 

Section 1.01.

Definitions

1

 

 

 

 

Article II CLOSING

1

 

Section 2.01.

Closing

1

 

Section 2.02.

Transferred Equity and Other Interests

2

 

Section 2.03.

Purchase Price

2

 

Section 2.04.

Allocation of Purchase Price

3

 

Section 2.05.

Transfer Taxes and Other Costs

4

 

Section 2.06.

Withholding Taxes

4

 

Section 2.07.

Delivery by Seller

4

 

Section 2.08.

Delivery by Purchaser

5

 

 

 

 

Article III REPRESENTATIONS AND WARRANTIES OF SELLER

6

 

Section 3.01.

Due Organization

6

 

Section 3.02.

Authority

6

 

Section 3.03.

Title to Transferred Equity Interests.

6

 

Section 3.04.

No Conflict; Governmental Authorizations

7

 

Section 3.05.

Financial Statements; Indebtedness

8

 

Section 3.06.

Absence of Certain Changes

8

 

Section 3.07.

Taxes.

8

 

Section 3.08.

Intellectual Property.

9

…

AMENDMENT

TO

2019 STOCK AND INCENTIVE COMPENSATION PLAN

(Adopted November 11, 2019, and ratified by Stockholders December 20, 2019

Amended September 2, 2020, and ratified by Stockholders October 16, 2020

Amended February 16, 2023, and ratified by Stockholders April 10, 2023

Amended April 30, 2026, and ratified by Stockholders June 9, 2026)

 

Section 3(a) shall be amended and restated in its entirety to read as follows:

 

“3. Stock Subject to the Plan.

 

(a) Aggregate Limit. Subject to the provisions of Section 15(a) of the Plan, the maximum aggregate number of Shares which may be subject to or delivered under Awards granted under the Plan is three million (3,000,000) Shares. Shares subject to or delivered under Conversion Awards shall not reduce the aggregate number of Shares which may be subject to or delivered under Awards granted under this Plan. The Shares issued under the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.”

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of _________________ , 2026 (the “Effective Date”), is by and between XCF Global, Inc., a Delaware corporation (the “Company”), and _________________________ (“Buyer”).

 

RECITALS

A. Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, ________________ shares of Common Stock of the Company (the “Shares”), for an aggregate equity investment equal to $____________________ .

 

B. The Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

 

AGREEMENT

…

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

 

dated as of June 11, 2026,

 

amending and restating that certain Common Stock Purchase Agreement,

 

dated as of May 14, 2025, as amended,

 

by and between

 

CAPSTONE HOLDING CORP.

 

and

 

TUMIM STONE CAPITAL, LLC

 

 

---

 

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

1

 

 

 

ARTICLE II PURCHASE AND SALE OF COMMON STOCK

2

Section 2.1

Purchase and Sale of Stock

2

Section 2.2

Closing Date; Settlement Dates

2

Section 2.3

Initial Public Announcement and Required Filings

3

Section 2.4

Commitment Shares

 

 

 

ARTICLE III PURCHASE TERMS

3

Section 3.1

VWAP Purchases

3

Section 3.2

Settlement

6

Section 3.3

Compliance with Rules of Trading Market

7

Section 3.4

Beneficial Ownership Limitation

7

 

 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

8

Section 4.1

Organization and Standing of the Investor

8

Section 4.2

Authorization and Power

8

Section 4.3

No Conflicts

8

Section 4.4

Investment Purpose

9

Section 4.5

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 11, 2026, between ReTo Eco-Solutions, Inc, a BVI business company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 4(a)(2) of the Securities Act (as defined below), and Regulation D (as defined below) as promulgated thereunder, 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.

 

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:

…

ReTo Eco-Solutions, Inc X-702, 60 Anli Road, Chaoyang District,

Beijing, People’s Republic of China 100101.

Attention: Johnny Tiong Sie Wei, CEO

 

Re: Surrender of Debt

To Whom It May Concern,

 

 

Reference to Loan and Assignment

 

I refer to a certain Loan Agreement dated May 21, 2026 (the “Loan Agreement”) by and between the me (“Lender”) and ReTo Eco-Solutions, Inc (the “Company” or “Borrower”), under which myself, along certain other lenders, extended a loan in the aggregate principal amount of USD 3,800,000 to the Company (“Debt”).

 

 

Surrender of Debt

 

In consideration of the issuance of securities by the Company to me in accordance with that certain Securities Purchase Agreement (the “SPA”) dated June [    ], 2026 I hereby surrender and forever relinquish any and all rights, claims, and interests I have (or may have) to repayment of the Debt under the Loan Agreement. This surrender includes any accrued but unpaid interest, if applicable, and any other amounts due to me as a lender or creditor under the Loan Agreement.

 

 

…

June 11, 2026

 

Holder of Warrants Issued in Registered Direct Offering in October 2024

 

Re:         Inducement Offer to Exercise Warrants Issued in RDO in October 2024

 

Dear Holder:

 

Smith Micro Software, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive a new warrant to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in consideration for your exercising for cash the common stock purchase warrant that was issued to you on or about October 2, 2024 (your “Existing Warrant”) for the number of shares of Common Stock set forth on the signature page hereto at a reduced exercise price of $3.35 per share (the “Reduced Exercise Price”) (reduced from the current Exercise Price of $5.20). The issuance and resale of the shares of Common Stock underlying the Existing Warrant (the “Warrant Shares”) have been registered pursuant to the Company’s registration statement on Form S-1 (File No. 333-282858) (the “Registration Statement”). The Registration Statement is currently eff

…