Browse EX-10 agreements

Exhibit D – ESOP Plan + Appendix

 

Share figures reflected in the various documents are based on the company’s outstanding shares and par value prior to the stock split. These figures will be further updated in accordance with Resolution 4 regarding the stock split.

 

 

Contents

 

 

GLOBAL SHARE INCENTIVE PLAN (2026)

 

2

 

 

 

APPENDIX – U.S. TAXPAYERS

 

15

 

 

TARSIER PHARMA LTD.

GLOBAL SHARE INCENTIVE PLAN (2026)

1. Name And Purpose

1.. This plan, which has been adopted by the Board of Directors of the Company, Tarsier Pharma Ltd., shall be known as the Tarsier Pharma Ltd. Global Share Incentive Plan (2026), as amended from time to time (the “Plan”).

…

FIRST AMENDMENT TO TARSIER* PHARMA LTD. GLOBAL SHARE INCENTIVE PLAN (2018)

* The name “Tarsius Pharma Ltd.”, shown in Exhibit A, was the Company’s previous legal name, which was in effect at the time the Plan was originally adopted.

 

This First Amendment to the Tarsier Pharma Ltd. Global Share Incentive Plan (2018) (the “Plan”) is signed as of the date indicated below and shall be effective as of the Company’s initial public offering, (the “First Amendment” and the “Effective Date”, respectively), by and on behalf of Tarsier Pharma Ltd., a company organized under the laws of Israel (the “Company”).

WHEREAS,

the Board of Directors of the Company previously adopted the Tarsier Pharma Ltd. Global Share Incentive Plan (2018), attached hereto as Exhibit A (the “Plan”); and

WHEREAS,

pursuant to Section 13.2 of the Plan, the Administrator may amend the Plan from time to time, subject to the terms set forth therein;

WHEREAS,

…

INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of _______, 202_, is entered into by and between Tarsier Pharma Ltd., a company incorporated under the laws of the State of Israel, registration number 51-539864-2 (the “Company”), and the undersigned Office Holder (as defined below) of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).

WHEREAS, Indemnitee is an Office Holder (“Nosse Misra”), as such term is defined in the Companies Law, 5759–1999, as amended (the “Office Holder” and the “Companies Law” respectively), of the Company;

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Intercont (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (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

…

Exhibit 10.1

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP,as UTI Holder

 

and

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

TABLE OF Contents

 

Page

 

Part X. DEFINITIONS; THIRD-PARTY BENEFICIARIES

2

 

 

Section 10.1

Definitions

2

Section 10.2

Third-Party Beneficiaries

2

 

 

 

Part XI. CREATION OF THE TRANSACTION SUBI

2

 

 

Section 11.1

Initial Creation of Transaction SUBI Portfolio and Transaction SUBI

2

Section 11.2

Subsequent Removals From the Transaction SUBI Portfolio

3

Section 11.3

Issuance and Form of Transaction SUBI Certificate

4

Section 11.4

Filings; Termination of Transaction SUBI; Related Matters

4

Section 11.5

Representations and Warranties of Origination Trustee

5

Section 11.6

Merger and Consolidation of Origination Trustee

6

 

 

 

Part XII. ASSIGNMENT OF THE TRANSACTION SUBI

6

 

 

Section 12.1

Assignment

6

…

Exhibit 10.3

 

 

 

SUBI SALE AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP, as Seller

 

and

 

PORSCHE AUTO FUNDING LLC, as Buyer

 

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1 Definitions

1

SECTION 1.2 Other Interpretive Provisions

1

 

 

ARTICLE II

PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1 Agreement to Sell and Contribute

2

SECTION 2.2 Consideration and Payment

2

 

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

2

 

 

 

SECTION 3.1 Representations and Warranties of the Seller

2

SECTION 3.2 Representations and Warranties of Seller regarding the Purchased Assets

4

SECTION 3.3 Reallocation upon Breach

4

SECTION 3.4 Protection of Title

5

SECTION 3.5 Other Liens or Interests

5

 

 

ARTICLE IV

MISCELLANEOUS

6

 

 

 

SECTION 4.1 Transfers Intended as Sales; Security Interest

6

SECTION 4.2 Notices, Etc.

7

SECTION 4.3 Governing Law

7

SECTION 4.4 Headings

7

SECTION 4.5 Separate Counterparts

7

…

Exhibit 10.5

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1

 

AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE AUTO FUNDING LLC,

as the Depositor,

 

and

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as the Owner Trustee 

 

Dated as of June 12, 2026

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1

Capitalized Terms

1

SECTION 1.2

Other Interpretive Provisions

1

 

 

 

ARTICLE II

ORGANIZATION

2

 

 

 

SECTION 2.1

Name

2

SECTION 2.2

Office

2

SECTION 2.3

Purposes and Powers

2

SECTION 2.4

Appointment of the Owner Trustee

3

SECTION 2.5

Declaration of Trust

3

SECTION 2.6

Organizational Expenses; Liabilities of the Holders

3

SECTION 2.7

Title to the Trust Estate

3

SECTION 2.8

Representations and Warranties of the Depositor

4

SECTION 2.9

Situs of Issuer

5

 

 

 

ARTICLE III

CERTIFICATE AND TRANSFER OF CERTIFICATE

5

 

 

 

SECTION 3.1

Initial Ownership

5

SECTION 3.2

Authentication of Certificate

…

Exhibit 10.4

 

 

SUBI TRANSFER AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE AUTO FUNDING LLC, as Seller

 

and

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I DEFINITIONS

2

 

 

SECTION 1.1

Definitions

2

SECTION 1.2

Other Interpretive Provisions

2

 

 

 

ARTICLE II PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1

Agreement to Sell and Transfer Transaction SUBI and Transaction SUBI Certificate

2

SECTION 2.2

Consideration and Payment

2

SECTION 2.3

Representations and Warranties of Seller

3

SECTION 2.4

Protection of Title

4

SECTION 2.5

Other Liens or Interests

4

SECTION 2.6

Initial Reserve Account Deposit

4

 

 

 

ARTICLE III MISCELLANEOUS

5

 

 

 

SECTION 3.1

Transfers Intended as Sales; Security Interest.

5

SECTION 3.2

Notices, Etc.

6

SECTION 3.3

Governing Law

6

SECTION 3.4

Headings

6

SECTION 3.5

Separate Counterparts

6

SECTION 3.6

Amendment

6

SECTION 3.7

Waivers

7

SECTION 3.8

Entire Agreement

8

…

Exhibit 10.2

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED SERVICING AGREEMENT

 

by and among

 

PORSCHE LEASING LTD., as Origination Trust

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

and

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer

 

Dated as of June 12, 2026 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE VI

DEFINITIONS

2

 

 

 

 

Section 6.1

Definitions

2

Section 6.2

Other Interpretive Provisions

2

 

 

 

 

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF SERVICER

3

 

 

 

 

Section 7.1

Existence and Power

3

Section 7.2

Authorization and No Contravention

3

Section 7.3

No Consent Required

3

Section 7.4

Binding Effect

3

Section 7.5

No Proceedings

3

Section 7.6

Fidelity Bond

4

 

 

 

 

ARTICLE VIII

SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI PORTFOLIO

4

 

 

 

 

Section 8.1

Appointment of Servicer

4

Section 8.2

Servicer Bound by Origination Servicing Agreement

5

Section 8.3

Application of Proceeds

5

Section 8.4

…

Exhibit 10.6

 

 

 

ADMINISTRATION AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1,

as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC.,

as Administrator

 

and

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

Table of Contents

 

Page

 

Duties of the Administrator

1

Records

3

Compensation; Payment of Fees and Expenses

3

Independence of the Administrator

3

No Joint Venture

4

Other Activities of the Administrator

4

Representations and Warranties of the Administrator

4

Administrator Replacement Events; Termination of the Administrator

5

Action upon Termination, Removal or Resignation

6

Liens

6

Notices

6

Amendments

6

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

8

Headings

8

Counterparts

9

Entire Agreement

9

Severability of Provisions

9

Not Applicable to PFS in Other Capacities; Merger of Administrator

…

Exhibit 10.7

 

 

 

SECURITIES ACCOUNT CONTROL AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer,

 

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

 

and

 

U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary

 

Dated as of June 12, 2026

 

 

 

PILOT 2026-1 Securities Account Control Agreement

 

 

Table of Contents

 

Page

 

ARTICLE I DEFINITIONS

1

Section 1.1

Defined Terms

1

Section 1.2

Other Interpretive Provisions

1

ARTICLE II ACCOUNTS

2

Section 2.1

Accounts

2

ARTICLE III RIGHTS OF THE SECURED PARTY

2

Section 3.1

Control of Accounts by Secured Party

2

Section 3.2

No Control by Issuer or Third Parties Concerning Trust Accounts

3

Section 3.3

Perfection of Security Interests in Accounts

3

Section 3.4

Notices of Adverse Claims

3

ARTICLE IV RIGHTS AND Responsibilities of Securities InterMEDIARY

3

…

Exhibit 10.8

 

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC., as Sponsor and Servicer

 

and

 

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

 

 

 

Dated as of June 12, 2026

 

 

 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE I USAGE AND DEFINITIONS

1

 

 

 

Section 1.1

Usage and Definitions

1

Section 1.2

Additional Definitions

2

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

3

 

 

 

Section 2.1

Engagement; Acceptance

3

Section 2.2

Confirmation of Scope

3

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1

Review Notices

3

Section 3.2

Identification of Subject Leases

3

Section 3.3

Review Materials

3

Section 3.4

Performance of Reviews

4

Section 3.5

Review Reports

5

Section 3.6

Limitations on Review Obligations

5

Section 3.7

Dispute Resolution.

6

 

 

 

ARTICLE IV ASSET REPRESENTATIONS REVIEWER

6

…