Browse EX-10 agreements

Execution Version

GMF LEASING LLC,

as Transferor,

and

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-2,

as Transferee

2026-2 EXCHANGE NOTE TRANSFER AGREEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS					2
SECTION 1.1.		Definitions			2
ARTICLE II TRANSFER OF THE TRANSFERRED ASSETS					2
SECTION 2.1.		Transfer of the Transferred Assets.			2
SECTION 2.2.		True Sale			3
SECTION 2.3.		Representations and Warranties of the Transferor and the Transferee.			4
SECTION 2.4.		Financing Statements and Books and Records.			7
SECTION 2.5.		Covenants of the Transferor			7
SECTION 2.6.		Acceptance by the Transferee			8
ARTICLE III CONDITIONS					8

…

Execution Version

GM FINANCIAL,

as Lender

and

GMF LEASING LLC,

as Depositor

2026-2 EXCHANGE NOTE SALE AGREEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS					2
SECTION 1.1.		Definitions			2
ARTICLE II TRANSFER OF THE CONVEYED ASSETS					2
SECTION 2.1.		Transfer of the Conveyed Assets			2
SECTION 2.2.		True Sale			3
SECTION 2.3.		Representations and Warranties of the Lender and the Depositor			4
SECTION 2.4.		Financing Statements and Books and Records			7
SECTION 2.5.		Affirmative Covenants of the Lender			7
SECTION 2.6.		Acceptance by the Depositor			8
ARTICLE III CONDITIONS					8

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [__], 2026, by and between NEXGEL, INC., a Delaware corporation (the “Company”), and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule of Buyers attached to the Purchase Agreement (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of May [__], 2026 (the “Purchase Agreement”).

WHEREAS:

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May [__], 2026, by and between NEXGEL, INC., a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the “Company”), and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule of Buyers attached hereto (the “Schedule of Buyers”).

WHEREAS:

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

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EXECUTION VERSION

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of May 14, 2026 (this

“Amendment”), between LUMENT FINANCE TRUST, INC., a Maryland corporation (the “Guarantor”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Buyer”) and agreed and acknowledged by LCMT WAREHOUSE, LLC, a Delaware limited liability company (the “Seller”) solely with respect to Sections 2 and 4. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement (as defined below).

RECITALS

WHEREAS, the Guarantor and Buyer are parties to that certain Guarantee Agreement, dated as of November 3, 2025 (as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Guarantee”);

WHEREAS, the Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of November 3, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”);

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Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

March 16th 2026

Awaysis Belize Limited

3301 Chetumal Street

Belize City, Belize

Guarantors: Yacht Club Resorts development Company Limited, Mr. Michael Singh, Mr. Andrew Trumbach

Dear Clients,

The Belize Bank Limited hereinafter referred to as the “Bank”) is pleased to advise that we will make available to Awaysis Belize Limited (the “Borrower”), the following credit facility/facilities on the terms and conditions outlined below and in Schedule A (General Terms and Conditions), Schedule B (Conditions Precedent), Schedule C (Security Documents), and Schedule D (Form of Acceptance) of this facility letter agreement (hereinafter this facility letter together with Schedule A, Schedule B, Schedule C and Schedule D shall collectively be referred to as “the Agreement”):

CREDIT A: Loan Facility

…

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

brainstorm cell therapeutics inc.

Warrant Shares:			Issue Date:			, 2026

​

…

​

Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May ___, 2026 between Brainstorm Cell Therapeutics 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”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D 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:

ARTICLE I.

…

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $151,800.00

THE ORIGINAL ISSUE DISCOUNT IS $19,800.00

​

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Principal Amount: $151,800.00****Purchase Price: $132,000.00	Issue Date: May 11, 2026

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PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 11, 2026, by and between BRAINSTORM CELL THERAPEUTICS INC., a Delaware corporation, with its address at 1325 Avenue of Americas, 28th Floor, New York, New York 10019 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

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PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”

Execution Version













Amendment Deed



Corporate Markets Loan & Bank Guarantee Facility Agreement







National Australia Bank Limited



Reading Entertainment Australia Pty Ltd



Each Guarantor























































Corrs.com.au



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Corrs Chambers Westgarth



Contents

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EXECUTION VERSION



TWELFTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT



THIS TWELFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT (this “Twelfth Amendment”), dated to be effective as of February 27, 2026, is entered into by and among Consolidated Amusement Holdings, LLC, a Nevada limited liability company (the “Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Guarantors”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, with reference to the following facts:

RECITALS

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