Browse EX-10 agreements

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”).

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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

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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

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Execution Version

BMW MANUFACTURING L.P.,
as Transferor,

and

BMW AUTO LEASING LLC,
as Transferee

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SUBI CERTIFICATE TRANSFER AGREEMENT

Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

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

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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

_____________________________

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TABLE OF CONTENTS

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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

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TABLE OF CONTENTS

Page

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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

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TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		1
Section 1.01.	Capitalized Terms	1

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Execution Version

BMW AUTO LEASING LLC,
as Transferor,

and

BMW VEHICLE LEASE TRUST 2026-2,
as Transferee

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ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT

Dated as of October 14, 2026

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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

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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

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BACK-UP SECURITY AGREEMENT

Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

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

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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

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TABLE OF CONTENTS

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Execution Version

BMW VEHICLE LEASE TRUST 2026-2,
as Issuer,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee

and as Secured Party,

and

U.S. BANK NATIONAL ASSOCIATION,

as Securities Intermediary

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CONTROL AGREEMENT

Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		1

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SECOND ADDENDUM TO MASTER LOAN AGREEMENT

This Second Addendum to Master Loan Agreement (this “Addendum”) is made effective as of October 12, 2026 (the “Effective Date”), by and between Payward Interactive, Inc. (“Lender”) and USBC, Inc. (“Borrower”). Capitalized terms used but not defined in this Addendum have the meanings given to them in the MLA (as defined herein).

RECITALS

WHEREAS, Lender and Borrower are parties to that certain Master Loan Agreement, dated as of March 18, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “MLA”), pursuant to which Lender will loan certain Fiat Currency or Digital Currency to Borrower for Borrower’s use, and Borrower will pay a Loan Fee as provided in the applicable Loan Term Sheet and return such Fiat Currency or Digital Currency to Lender upon the termination of the Loan or upon such earlier date in accordance with the terms and conditions of the MLA;

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Exhibit 10.1

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October 8, 2026

Matt Zafirovski

1299 Trapp Lane

Winnetka, IL 60093

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Dear Matt,

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Welcome to Connection! We are pleased to confirm our offer of employment to join our Company as President and Chief Operating Officer working out of our Merrimack, NH facility beginning on October 12, 2026. You will report to Tim McGrath, CEO.

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Your starting base salary will be $700,000 annually or $26,923 per biweekly pay period. The President and Chief Operating Officer position has a pay class of salaried and is exempt from overtime pay. As such, you will be paid a fixed salary, and you will not receive overtime pay for hours worked over 40 per week. At Connection, the pay week runs Saturday through Friday. The pay period is comprised of two pay weeks. Pay day is biweekly on Friday following the end of the pay period. The salary for your first pay period may be prorated dependent upon your start date.

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