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

…

June 10, 2026

 

D. Boral Capital LLC

590 Madison Avenue, 39th Floor

New York, New York 10022

 

Ladies and Gentlemen:

 

Subject to the terms and conditions herein (this “Agreement”) Core AI Holdings Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”), hereby agrees to sell up to an aggregate of (i) 1,969,444 ordinary shares of the Company (the “Common Shares”) and/or (ii) pre-funded ordinary share purchase warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,975,000 ordinary shares (the “Warrant Shares”) directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through D. Boral Capital LLC, as Placement Agent (the “Placement Agent”). This Agreement and the documents executed and delivered by the Company in connection with the Offering (as defined below), including without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents”. The Common Shares, the Pre-Funded Warrants and the Warrant Shares are coll

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2026 between CORE AI HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia (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) as to the Shares (as defined below) and/or the Pre-Funded Warrants (as defined below) and the Warrant Shares (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.

…

Document

Exhibit 10.1

Corporate Annual Incentive Compensation Plan

Executive Officer - Fiscal 2027

Plan Overview

Awards under this Annual Incentive Compensation Plan ("Annual Plan") are granted under and governed by the terms and conditions of the Vera Bradley, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”), as amended. Any term capitalized herein but not defined will have the meaning set forth in the 2020 Plan.

This Annual Plan is designed to give each eligible Participant (as defined in the attached Administrative Guidelines) an opportunity to share in the Company's success for the fiscal year ending January 30, 2027 (the "Performance Period"). The incentive is intended to be an inducement for future faithful service as well as a reward for performance. The incentive opportunity for the Performance Period is based on a percentage of each Participant's Base Salary (as defined herein) and will be earned based on two independent performance measures: (1) Company Performance (Adjusted EBITDA) and (2) Company Performance (Cash Management). Collectively, these are referred t

…

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:

…