Browse EX-10 agreements

FORM OF SALE AND SERVICING AGREEMENT

among

BMW VEHICLE OWNER TRUST 2026-A,
as Issuer,

BMW FS SECURITIES LLC,
as Depositor,

BMW FINANCIAL SERVICES NA, LLC,
as Sponsor, Servicer, Administrator and Custodian,

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

and

U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary

Dated as of August 19, 2026

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TABLE OF CONTENTS

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FORM OF RECEIVABLES PURCHASE AGREEMENT

between

BMW BANK OF NORTH AMERICA,

as Seller,

and

BMW FS SECURITIES LLC,

as Depositor

Dated as of August 19, 2026

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TABLE OF CONTENTS

PAGE

ARTICLE I	CERTAIN DEFINITIONS	1
ARTICLE II	CONVEYANCE OF RECEIVABLES	3
SECTION 2.01	Conveyance of Receivables	3
SECTION 2.02	The Closing	4
ARTICLE III	REPRESENTATIONS AND WARRANTIES	4

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FORM OF AMENDED AND RESTATED TRUST AGREEMENT

between

BMW FS SECURITIES LLC,
as Depositor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

Dated as of August 19, 2026

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TABLE OF CONTENTS

PAGE

ARTICLE I       DEFINITIONS	1
Section 1.01. Capitalized Terms.	1
Section 1.02. Other Definitional Provisions.	4
ARTICLE II      ORGANIZATION	5
Section 2.01. Name.	5
Section 2.02. Office.	5
Section 2.03. Purposes and Powers.	5

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FORM OF OWNER TRUST ADMINISTRATION AGREEMENT

among

BMW VEHICLE OWNER TRUST 2026-A,
as Issuer,

BMW FINANCIAL SERVICES NA, LLC,
as Owner Trust Administrator,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

Dated as of August 19, 2026

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TABLE OF CONTENTS

Section 1.1	Duties of the Owner Trust Administrator with Respect to the Note Depository Agreement and the Indenture	2
Section 1.2	Additional Duties	6
Section 1.3	Non-Ministerial Matters	7
Section 2.	Records.	8

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1 FOURTH AMENDMENT TO TERM LOAN AGREEMENT This Fourth Amendment to Term Loan Agreement (this “Amendment”) is entered into as August 12, 2026 (the “Effective Date”), by and among Nauticus Robotics, Inc. (“Company”) and the undersigned Lenders (“Lenders”). Company and Lenders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. A. The Parties are party to that Senior Secured Term Loan Agreement, dated as of September 18, 2023 by and among the Company, ATW Special Situations Management LLC, as collateral agent, and the lenders (including the Lenders) from time to time party thereto (as amended, restated, amended and restated, restructured, supplemented, waived and/or otherwise modified from time to time, the “Loan Agreement”); B. The Conversion Price under the Loan Agreement has been adjusted as provided in the Loan Agreement to account for the reverse stock splits effective July 18, 2024, September 5, 2025 and April 21, 2026, respectively, and the Conversion Price is $15,552.00 as of the date hereof; C. Pursuant to Section 25(c) of the Loan Agre

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of August 12, 2026, between Professional Diversity Network, 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 effective registration statement under the Securities Act (as defined below), 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.
DEFINITIONS

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PLACEMENT AGENCY AGREEMENT

August 12, 2026

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Ladies and Gentlemen:

Introduction. Subject to the terms and conditions herein (this “Agreement”), between Roth Capital Partners, LLC (the “Placement Agent”) as placement agent and Aptevo Therapeutics Inc. a Delaware corporation (the “Company”), the Placement Agent shall act as lead placement agent in connection with (i) the inducement of the exercise of warrants (the “Inducement Warrant Shares”) from the holders of June 2025 Common Warrants, April 2025 Common Warrants and December 2024 Common Warrants (together the “Existing Warrants”) of the Company (the “Holders”) and issuance of new warrants (the “Inducement Warrants”, collectively with the Inducement Warrant Shares, the “Inducement Securities”) (the “Inducement”) and (ii) the sale of up to an aggregate of $3,472,683.24 of unregistered securities (the “ PIPE Securities”) of the Company, including, but not limited to, 0 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share

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Aptevo Therapeutics inc.

August 12, 2026

Holder of the June 2025 Common Stock Purchase Warrants, April 2025 Common Stock Purchase Warrants and December 2024 Common Stock Purchase Warrants

Re:	Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2026, between Aptevo Therapeutics 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”) and the Warrant Inducement Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Inducement Letter”).

The Company and each Purchaser hereby agrees 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(c).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2026, between Aptevo 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 Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 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.

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.

DEFINITIONS

1.1

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***Execution Version ***

**PURCHASE AGREEMENT **

*PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2026, by and between TEMPEST THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined are defined in Section* 1 of this Agreement.

**WHEREAS: **

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to the then applicable Available Amount (as defined below) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The shares of Common Stock to be purchased by the Investor hereunder are referred to herein as the “Purchase Shares.”

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**Execution Version **

**REGISTRATION RIGHTS AGREEMENT **

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2026, by and between TEMPEST THERAPEUTICS, INC.****, a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

**WHEREAS: **

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