Browse EX-10 agreements

AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 6 (this “Amendment”), dated as of October 13, 2026, to the Investment Management Trust Agreement (as defined below) is made by and between Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Wilmington Trust, National Association, a national banking association (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated December 9, 2021 (the “Trust Agreement”);

WHEREAS, at an Extraordinary General Meeting of the Company held on December 11, 2025, the Company’s shareholders approved a proposal to amend the Trust Agreement to provide the Company the right to extend the date on which to commence liquidating the Trust Account from December 15, 2025 to December 15, 2026 for an extension fee of $35,000, which payment shall be paid into the Trust Account.

…

** **

Exhibit 10.2

** **

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of October 2, 2026 by and between Horberg Enterprises LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously exchanged and issued to Investor 81 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”) pursuant to that certain Exchange Agreement entered into as of October 2, 2026.

…

** **

Exhibit 10.1

** **

---

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of October 2, 2026 by and between Horberg Enterprises, LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously sold and issued to Investor 100,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share (the “Series D Preferred”) pursuant to that certain Securites Purchase Agreement entered into as of October 1, 2025.

…

TERMINATION AGREEMENT AND MUTUAL RELEASE

THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (the “Agreement”), is made and entered into as of October 12, 2026, by and between 218 LLC, a Tennessee limited liability company (“Seller”) and American Rebel Holdings, Inc. a Nevada corporation, (“Buyer”, and together with Seller, the “Parties,” and each, a “Party”). The Effective Date is the actual date of simultaneous delivery described in Section 13.

RECITALS

WHEREAS, Seller and Buyer previously entered into that certain Membership Interest Purchase Agreement with an effective date of September 15, 2025, related to the sale and purchase of the membership interests of Seller (the “Membership Interest Purchase Agreement”).

WHEREAS, in connection with the Membership Interest Purchase Agreement, Seller and Buyer executed a Secured Convertible Term Note with an effective date of September 15, 2025 (the “Secured Note”).

…

Execution Version

BMW VEHICLE LEASE TRUST 2026-2,

as Issuer,

BMW FINANCIAL SERVICES NA, LLC,

as Administrator,

BMW AUTO LEASING LLC,
as Transferor,

and

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

ISSUER ADMINISTRATION AGREEMENT

Dated as of October 14, 2026

---

TABLE OF CONTENTS

Page

1.1.	Capitalized Terms; Interpretive Provisions.	1
1.2.	Duties of the Administrator.	2
1.3.	Records	8
1.4.	Compensation	8
1.5.	Additional Information to be Furnished to the Issuer	8
1.6.	Independence of the Administrator	8
1.7.	No Joint Venture	8

…

Execution Version

BMW MANUFACTURING L.P.,
as Transferor,

and

BMW AUTO LEASING LLC,
as Transferee

---

SUBI CERTIFICATE TRANSFER AGREEMENT

Dated as of October 14, 2026

---

---

TABLE OF CONTENTS

Page

ARTICLE ONE	DEFINITIONS	1
Section 1.01.	Definitions	1
Section 1.02.	Interpretive Provisions	2

…

Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

BMW VEHICLE LEASE TRUST 2026-2,

as Issuer

and

BMW FINANCIAL SERVICES NA, LLC,

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

_____________________________

Dated as of October 14, 2026

_____________________________

---

TABLE OF CONTENTS

Page

…

Execution Version

FINANCIAL SERVICES VEHICLE TRUST,

as Vehicle Trust,

and

BMW MANUFACTURING L.P.,

as UTI Beneficiary,

and

BMW FINANCIAL SERVICES NA, LLC,

as Servicer and Sponsor

2026-2 SERVICING SUPPLEMENT Dated as of October 14, 2026

---

TABLE OF CONTENTS

Page

…

Execution Version

BMW AUTO LEASING LLC,
as Transferor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

	AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 14, 2026

---

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		1
Section 1.01.	Capitalized Terms	1

…

Execution Version

BMW AUTO LEASING LLC,
as Transferor,

and

BMW VEHICLE LEASE TRUST 2026-2,
as Transferee

---

ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT

Dated as of October 14, 2026

---

---

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		2
Section 1.01.	Definitions	2
Section 1.02.	Interpretive Provisions	2
ARTICLE TWO TRANSFER OF 2026-2 SUBI CERTIFICATE		2

…

Execution Version

FINANCIAL SERVICES VEHICLE TRUST,

BMW MANUFACTURING L.P.,

BMW AUTO LEASING LLC,

BMW VEHICLE LEASE TRUST 2026-2,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

---

BACK-UP SECURITY AGREEMENT

Dated as of October 14, 2026

---

---

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		2
Section 1.01.	Definitions	2
Section 1.02.	Interpretive Provisions	3

…

Execution Version

BMW MANUFACTURING L.P.,
as Grantor and UTI Beneficiary,

and

BNY MELLON TRUST OF DELAWARE,

formerly known as The Bank of New York (Delaware),
as Vehicle Trustee

	2026-2 VEHICLE TRUST SUPPLEMENT Dated as of October 14, 2026

---

TABLE OF CONTENTS

Page

…