Browse EX-10 agreements

Exhibit 10.1

 

RECEIVABLES PURCHASE AGREEMENT

 

between

 

HYUNDAI CAPITAL AMERICA,

 

as Seller,

 

and

 

Hyundai ABS Funding, LLC,

 

as Depositor

 

Dated as of June 17, 2026

 

(2026-B Receivables Purchase Agreement)

 

 

Table of Contents

 

 

Page

 

 

ARTICLE I. Definitions

1

 

 

Section 1.01

Definitions

1

Section 1.02

Other Definitional Provisions

1

 

 

ARTICLE II. Conveyance of Receivables

2

 

 

Section 2.01

Conveyance of Receivables

2

Section 2.02

The Closing

3

 

 

ARTICLE III. Representations and Warranties

3

 

 

Section 3.01

Representations and Warranties of Depositor

3

Section 3.02

Representations and Warranties of Seller

4

 

 

ARTICLE IV. Conditions

7

 

 

Section 4.01

Conditions to Obligation of the Depositor

7

Section 4.02

Conditions to Obligation of the Seller

8

 

 

ARTICLE V. Covenants of the Seller

8

 

 

Section 5.01

Protection of Right, Title and Interest

8

Section 5.02

Other Liens or Interests

9

Section 5.03

Costs and Expenses

9

 

 

ARTICLE VI. Indemnification

9

…

Exhibit 10.2

 

SALE AND SERVICING AGREEMENT

 

among

 

HYUNDAI AUTO RECEIVABLES TRUST 2026-B, Issuer,

 

HYUNDAI ABS FUNDING, LLC, Depositor,

 

HYUNDAI CAPITAL AMERICA, Seller and Servicer,

 

and

 

CITIBANK, N.A., Indenture Trustee

 

Dated as of June 17, 2026

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I. DEFINITIONS

1

 

 

Section 1.01 Definitions

1

Section 1.02 Other Definitional Provisions

1

 

 

ARTICLE II. CONVEYANCE OF RECEIVABLES

2

 

 

Section 2.01 Conveyance of Receivables

2

 

 

ARTICLE III. THE RECEIVABLES

3

 

 

Section 3.01 Representations and Warranties of the Seller

3

Section 3.02 Perfection Representations and Warranties

4

Section 3.03 Repurchase upon Breach

5

 

 

ARTICLE IV. ADMINISTRATION AND SERVICING OF RECEIVABLES

5

 

 

Section 4.01 Duties of Servicer

5

Section 4.02 Collection of Receivable Payments; Modifications of Receivables

6

Section 4.03 Realization upon Receivables

7

Section 4.04 [Reserved]

8

Section 4.05 Maintenance of Security Interests in Financed Vehicles

8

…

Exhibit 10.3

 

 

OWNER TRUST ADMINISTRATION AGREEMENT

 

among

 

HYUNDAI AUTO RECEIVABLES TRUST 2026-B, as Issuer,

 

HYUNDAI CAPITAL AMERICA, as Administrator,

 

and

 

CITIBANK, N.A., as Indenture Trustee

 

Dated as of June 17, 2026

 

 

 

 

-i-

(2026-B Owner Trust Administration Agreement)

 

 

Table of Contents

 

 

 

Page

 

 

 

Section 1.1

Duties of the Administrator with Respect to the Depository Agreement and the Indenture

2

 

 

 

Section 1.2

Additional Duties

5

 

 

 

Section 1.3

Non-Ministerial Matters

6

 

 

 

Section 2.

Records

7

 

 

 

Section 3.

Representations and Warranties of the Administrator

7

 

 

 

Section 4.

Compensation

8

 

 

 

Section 5.

Additional Information To Be Furnished to the Issuer

8

 

 

 

Section 6.

Independence of the Administrator

8

 

 

 

Section 7.

No Joint Venture

8

 

 

 

Section 8.

Other Activities of Administrator

8

 

 

 

Section 9.

Term of Agreement; Resignation and Removal of Administrator

8

 

 

 

Section 10.

…

Exhibit 10.4

 

AMENDED AND RESTATED TRUST AGREEMENT

 

among

 

HYUNDAI ABS FUNDING, LLC, as Depositor

 

U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee

 

and

 

HYUNDAI CAPITAL AMERICA,

 

as Administrator

 

Dated as of June 17, 2026

 

(2026-B Amended and Restated Trust Agreement)

 

 

TABLE OF CONTENTS

 

 

Page

 

 

ARTICLE 1. DEFINITIONS

1

 

 

Section 1.01

Definitions

1

Section 1.02

Other Definitional Provisions

1

 

 

 

ARTICLE 2. ORGANIZATION

2

 

 

Section 2.01

Name

2

Section 2.02

Office

2

Section 2.03

Purposes and Powers

2

Section 2.04

Appointment of Owner Trustee

3

Section 2.05

Initial Capital Contribution of Trust Estate

3

Section 2.06

Declaration of Trust

3

Section 2.07

Title to Trust Property

4

Section 2.08

Situs of Trust

4

Section 2.09

Representations, Warranties and Covenants of the Depositor

4

Section 2.10

Federal Income Tax Allocations

5

 

 

 

ARTICLE 3. TRUST CERTIFICATES AND TRANSFER OF INTERESTS

6

 

 

Section 3.01

Initial Ownership

6

…

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Amendment (this “Amendment”), effective as of the 11th day of June, 2026, amends the Employment Agreement, dated April 1, 2025 (the “Employment Agreement”), by and between Adial Pharmaceuticals, Inc. (the “Company”), and Tony Goodman (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.  

 

WHEREAS, Executive and the Corporation desire to amend the Employment Agreement to add a new section 4.2.6 and amend the provisions of Section 4.2.5 thereof.

 

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Employment Agreement as follows:

 

1. Amendments.

 

1.1 Section 4.2.5 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

…

Execution Copy

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Amendment (this “Amendment”), effective as of the 11th day of June, 2026, amends the Employment Agreement, dated November 16, 2024 (the “Employment Agreement”), by and between Adial Pharmaceuticals, Inc. (the “Company”), and Vinay K. Shah (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.  

 

WHEREAS, Executive and the Corporation desire to amend the Employment Agreement to add a new Section 4.2.6 and amend the provisions of Sections 4.2.5, 4.5, 4.6, 4.7, 4.8, and 4.9 thereof.

 

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Employment Agreement as follows:

 

1. Amendments.

1.1 Section 4.2.5 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

…

Execution Version

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”);

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, pre-funded warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), substantially in the form attached hereto as Exhibit B (the “Prefunded Warrants”);

…

Execution Version

 

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2026, is entered into by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the investors party thereto, dated on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Reference is made to that certain Exchange Agreement, by and among the Company and the note holders party thereto, dated on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”).

WHEREAS:

…

Execution Copy

 

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This Amendment (this “Amendment”), effective as of the 11th day of June, 2026, to the Amended and Restated Employment Agreement, effective as of December 5, 2024 (the “Employment Agreement”), by and between Adial Pharmaceuticals, Inc. (the “Company”) and Cary J. Claiborne (the “Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.  

 

WHEREAS, the Company and the Executive desire to amend the Employment Agreement to add a new Section 4.2.6 and amend the provisions of Section 4.2.5 thereof.

 

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Employment Agreement as follows:

 

Amendments.

 

1.1  Section 4.2.5 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

…

Execution Version

EXCHANGE AGREEMENT

 

This EXCHANGE AGREEMENT (this “Agreement”) is dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the noteholders listed on Exhibit A attached to this Agreement (each, a “Holder” and together, the “Holders”).

WHEREAS, the Company and the Holders are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”);

WHEREAS, each Holder is the holder of one or more convertible promissory notes originally issued by Azora Therapeutics, Inc. (“Azora”) to such Holder (collectively, the “Notes”), in the aggregate principal amounts set forth opposite such Holder’s name on Exhibit A;

…

​

Ex. 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into and is effective as of _____________ by and between AGNT, Inc., a Texas corporation (the “Company”), and the undersigned indemnitee (the “Indemnitee”).

RECITALS

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

…

TRILLER GROUP INC.

2026 EQUITY INCENTIVE PLAN

1.

PURPOSE OF THE PLAN; DEFINITIONS

 

The name of the plan is the Triller Group Inc. 2026 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the Employees, Non-Employee Directors and Consultants of Triller Group Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

 

The following terms shall be defined as set forth below unless the context otherwise requires:

 

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

…