Browse EX-10 agreements

Exhibit 10.1

THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. BY ACQUIRING THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE WITHOUT REGISTRATION OR EXEMPTION THEREFROM.

AMENDED AND RESTATED SENIOR PROMISSORY NOTE

$5,000,000.00	August 31, 2026

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Exhibit 10.1

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Execution Version

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AMENDED AND RESTATED CREDIT AGREEMENT

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Dated as of August 25, 202****6

among

THE ENTITIES IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO,

as Holdings,

CERTAIN SUBSIDIARIES OF HOLDINGS PARTIES HERETO,

as Borrowers,

MANUFACTURERS AND TRADERS TRUST COMPANY,

as Administrative Agent,

and

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders

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MANUFACTURERS AND TRADERS TRUST COMPANY,

as Lead Arranger and Bookrunner

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of August 31, 2026, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 27, 2026, between TENON MEDICAL, 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”).

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RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D 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.

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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:

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Execution Version

CONTRIBUTION AGREEMENT

between

EXETER HOLDINGS TRUST 2026-4
Transferee

and

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-4
Transferor

Dated as of August 9, 2026

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ARTICLE I      DEFINITIONS	1
SECTION 1.1 General	1
SECTION 1.2 Specific Terms	1
SECTION 1.3 Usage of Terms	2
SECTION 1.4 [Reserved].	2
SECTION 1.5 No Recourse	2
SECTION 1.6 Action by or Consent of Noteholders and Certificateholders	3

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Execution Version

PURCHASE AGREEMENT

between

EFCAR, LLC
Purchaser

and

EXETER FINANCE LLC

Seller

Dated as of August 9, 2026

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ARTICLE I.	DEFINITIONS	1
SECTION 1.1	General	1
SECTION 1.2	Specific Terms	1
SECTION 1.3	Usage of Terms	2
SECTION 1.4	[Reserved].	2
SECTION 1.5	No Recourse	2

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Execution Version

CUSTODIAN AGREEMENT



among



EXETER FINANCE LLC,
as Custodian,



EXETER FINANCE LLC,
as Servicer,



and




CITIBANK, N.A.,
as Indenture Trustee




Dated as of August 9, 2026

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THIS CUSTODIAN AGREEMENT, dated as of August 9, 2026, is made with respect to the issuance of Notes and Certificates by Exeter Automobile Receivables Trust 2026-4 (the “Issuer”), and is among EXETER FINANCE LLC, as custodian (in such capacity, the “Custodian”), EXETER FINANCE LLC, as servicer (in such capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”).  Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).

W I T N E S S E T H:

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-4,
Issuer,

EXETER FINANCE LLC,
Servicer,

and

CLAYTON FIXED INCOME SERVICES LLC,
Asset Representations Reviewer

Dated as of August 9, 2026

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ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Additional Definitions	1

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Execution Version

ACCESSION AGREEMENT

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

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SECOND AMENDED AND RESTATED
GRANTOR TRUST AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Grantor

and

BNY MELLON TRUST OF DELAWARE,

as Grantor Trust Trustee, Grantor Trust Certificate Registrar and Grantor Trust Paying Agent

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Dated as of August 25, 2026

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RECEIVABLES CONTRIBUTION AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,

as Grantor Trust

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Dated as of August 25, 2026

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SECOND AMENDED AND RESTATED
TRUST AGREEMENT

CARVANA RECEIVABLES DEPOSITOR LLC,

as Depositor

and

BNY MELLON TRUST OF DELAWARE,

as Owner Trustee

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Dated as of August 25, 2026

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