Browse EX-10 agreements

Exhibit 10.1

 

 

 

AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

and

 

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

 

for

 

FORD CREDIT AUTO OWNER TRUST 2026-B

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II ORGANIZATION OF TRUST

1

Section 2.1.

Name

1

Section 2.2.

Office

1

Section 2.3.

Purposes and Powers

1

Section 2.4.

Appointment of Owner Trustee

2

Section 2.5.

Contribution and Sale of Trust Property

2

Section 2.6.

Declaration of Trust

2

Section 2.7.

Limitations on Liability

2

Section 2.8.

Title to Trust Property

3

Section 2.9.

Location of Issuer

3

Section 2.10.

Depositor's Representations and Warranties

3

Section 2.11.

Tax Matters

4

ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS

6

Section 3.1.

Residual Interest

6

Section 3.2.

Registration of Residual Interest

7

Section 3.3.

Transfer of Residual Interest

7

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 15, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warr

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 15, 2026 by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295912) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share commencing 30 days following the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of June 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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YORKVILLE INTERNATIONAL CAPITAL CORP.

1012 Springfield Ave.

Mountainside, New Jersey 07092

 

June 15, 2026

 

Yorkville International Capital Sponsor, LLC

1012 Springfield Ave.

Mountainside, New Jersey 07092

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Yorkville International Capital Corp. (the “Company”) and Yorkville International Capital Sponsor, LLC (the “Services Provider” or “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “***Termin

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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 15, 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers, advisors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

June 15, 2026

 

Yorkville International Capital Corp.

1012 Springfield Avenue

Mountainside, New Jersey 07092

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder there

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2026, is made and entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

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DEBT WAIVER AND RELEASE AGREEMENT

This DEBT WAIVER AND RELEASE AGREEMENT (this “Agreement”) is entered into on the 31st May 2026 (the “Effective Date”), by and between:

 

Ohmyhome Limited, a company incorporated under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Parent” or “Creditor”); and

 

Ohmyhome (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Subsidiary” or “Debtor”).

 

(Each of the Parent and the Subsidiary is a “Party” and collectively the “Parties”.)

 

RECITALS

 

WHEREAS, the Parent is a publicly traded company listed on the Nasdaq Stock Market (“Nasdaq”);

 

WHEREAS, the Subsidiary is a direct, wholly-owned subsidiary of the Parent;

 

WHEREAS, as of the Effective Date, the Subsidiary owes the Parent an aggregate amount of SGD 19,019,173.33 (the “Debt”), which mainly consists of:

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SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on the 17th day of June, 2026 (the “Effective Date”), by and among:

 

Ohmyhome Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and listed on the Nasdaq Stock Market (the “Seller”); and

 

Sterling Oat Ltd., a company incorporated under the laws of the British Virgin Islands, with its business office at 7 Kovan road #12-28 Singapore 544896 (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and each individually as a “Party.”

 

RECITALS

WHEREAS, the Seller is the legal and beneficial owner of all of the issued and outstanding shares in the capital of Ohmyhome (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, representing 100% of the equity interest in the Company (the “Target Shares”);

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Execution Copy

SEPARATION AGREEMENT AND GENERAL RELEASE

 

This Separation Agreement and General Release (this “Agreement”) is entered into by and between Luan Pham (the “Executive”) and Byrna Technologies Inc., a Delaware corporation, on behalf of itself and its subsidiaries and affiliates (collectively, the “Company”). The Executive and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”

 

 

RECITALS

 

WHEREAS, the Executive has been employed by the Company, most recently as President of the Company;

 

WHEREAS, the Company has determined to terminate the Executive’s employment without Cause, and the Executive’s employment with the Company will terminate effective June 13 th , 2026 (the “Separation Date”);

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exhibit101wbluffcreekhon

4904-9701-4680.7/395793.00003 The Bluffs [The Honest Company, Inc.] THE BLUFFS OFFICE LEASE This Office Lease (the Lease ), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the Summary ), below, is made by and between DELLWOOD FARM LLC, a Delaware limited liability company ( Landlord ), and THE HONEST COMPANY, INC., a Delaware corporation ( Tenant ). SUMMARY OF BASIC LEASE INFORMATION TERMS OF LEASE DESCRIPTION 1. Effective Date : ________________ 2026 2. Premises, Building, and Project: (Article 1) 2.1 Building : 12121 Bluff Creek Drive Playa Vista, CA 90094 Containing approximately 243,747 rentable square RSF 2.2 Premises : Approximately 38,240 RSF located on the fifth (5th) floor of the Building and commonly known as Suite 500, as further depicted on Exhibit A to this Lease and described in Section 1.1.1 below. 2.3 Project : The office development, commonly referred to as The Bluffs, and consisting of the Building, the Common Areas, the building located at 12181 Bluff Creek Drive (the West Building )

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