Browse EX-10 agreements

Exhibit 10.5

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

HYUNDAI AUTO RECEIVABLES TRUST 2026-B, as Issuer,

 

HYUNDAI CAPITAL AMERICA, as Servicer

 

and

 

CLAYTON FIXED INCOME SERVICES LLC,

 

as Asset Representations Reviewer

 

Dated as of June 17, 2026

 

 

 

(2026-B Asset Representations Review Agreement)

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I USAGE AND DEFINITIONS

1

 

 

 

Section 1.1.

Usage and Definitions

1

 

 

 

Section 1.2.

Additional Definitions

1

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

2

 

 

 

Section 2.1.

Engagement; Acceptance

2

 

 

 

Section 2.2.

Confirmation of Scope

2

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

2

 

 

 

Section 3.1.

Review Notices

2

 

 

 

Section 3.2.

Identification of Subject Receivables

2

 

 

 

Section 3.3.

Review Materials

3

 

 

 

Section 3.4.

Performance of Reviews

3

 

 

 

Section 3.5.

Review Reports

4

 

 

 

Section 3.6.

Limitations on Review Obligations

4

 

 

 

Section 3.7.

…

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 10.1

 

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 10.4

 

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

…

SHARE SALE AND PURCHASE AGREEMENT

 

 

 

BETWEEN

MR. MAN TAK LAU

 

(as the “Seller”)

 

AND

 

LINKERS ASIA PACIFIC LIMITED

 

(as the “Purchaser”)

 

WITH RESPECT TO THE SALE AND PURCHASE OF SHARES IN

LPW ELECTRONICS CO., LTD.

 

(as the “Company”)

 

SHARE SALE AND PURCHASE AGREEMENT

THIS SHARE SALE AND PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of 17 June 2026 by and between:

MR. MAN TAK LAU, holding a passport of Hong Kong Special Administrative Region no. [*], having residing at [*],, (hereinafter referred to as the “Seller”);

LINKERS ASIA PACIFIC LIMITED, company duly incorporated and existing under the laws of the British Virgin Islands, having its registration no. [*], having its registered office at [*],, (hereinafter referred to as the “Purchaser”);

 

The Seller and the Purchaser, are collectively referred to as the “Parties”, and individually as the “Party”.

WHEREAS:

 

A.

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, between SharonAI Holdings Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (“Purchaser”).

 

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 Purchaser, and 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 Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

…

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________, 2026, between SharonAI Holdings 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”).

 

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).

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, by and among SharonAI Holdings 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

…

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2026, between SharonAI Holdings 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”).

 

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).

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, by and among SharonAI Holdings 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

…

2026 EQUITY INCENTIVE PLAN

 

Amaze Holdings, Inc. (the “Company”) hereby establishes this 2026 Equity Incentive Plan (the “Plan”), effective April 28, 2026, subject to approval by the shareholders of the Company (“Effective Date”).

 

 

1. Purpose; Eligibility.

 

1.1 General Purpose. The name of this plan is the 2026 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to (a) enable Amaze Holdings, Inc. (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

…

Document

AMENDMENT TO THE

PLAYBOY, INC. AMENDED & RESTATED 2021 EQUITY AND INCENTIVE COMPENSATION PLAN

Playboy, Inc., a Delaware corporation (the “Company”), hereby adopts this amendment (the “Amendment”) to the PLAYBOY, INC. AMENDED & RESTATED 2021 EQUITY AND INCENTIVE COMPENSATION PLAN (the “Plan”), effective as of June 16, 2026.

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company has determined that it is advisable and in the best interests of the Company for the Company to amend the Plan on the terms set forth in this Amendment.

NOW THEREFORE, BE IT RESOLVED, that:

Section 3(a)(i) of the Plan is hereby deleted in its entirety and is replaced with the following:

…