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Exhibit 10.2

316290455v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of May 31, 2017 and originally effective as of June 19, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Bradford N. Langs (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Bank on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Document

Exhibit 10.5

316290454v4

CHANGE OF CONTROL SEVERANCE AGREEMENT

(As Amended and Restated)

THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), originally dated and effective as of August 1, 2017, which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), by and between Carter Bankshares, Inc. (the “Holding Company”) and Carter Bank & Trust (the “Bank”) and Tony E. Kallsen (“Employee”).

WITNESSETH:

WHEREAS, Employee is a valuable employee of the Bank;

WHEREAS, the Bank wishes to encourage Employee to continue Employee’s career and services with the Bank and to remain with the Bank during any potential change of control of the Holding Company; and

WHEREAS, the Holding Company, the Bank and Employee have agreed to enter into this Agreement, as amended and restated, to set forth the terms on which Employee may be entitled to severance pay from the Bank following a Change of Control (as defined below).

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ex101sdleaseagreement

EXHIBIT 10.1 LEASE Between STERLING CITY SCIENCE SOUTH DEVELOPMENT, LLC, a Delaware limited liability company as Landlord and QUANTUM-SI INCORPORATED, a Delaware corporation as Tenant For certain premises at 9955 Pacific Heights Boulevard, San Diego, California 92121

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-1- LEASE THIS LEASE (“Lease”) made as of the 18th day of June, 2026 (“Effective Date”) between STERLING CITY SCIENCE SOUTH DEVELOPMENT, LLC, a Delaware limited liability company (“Landlord”) and the Tenant described in Item 1 of the Basic Lease Provisions (“Tenant”). LEASE OF PREMISES Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all of the terms and conditions set forth herein, those certain premises (the “Premises”) described in Item 3 of the Basic Lease Provisions and as shown in the drawing attached hereto as Exhibit B. The Premises are located in that certain building having a common address of 9955 Pacific Heights Boulevard, San Diego, California 92121, as described in Item 2 of the Basic Lease Provisions (“Building”, commonly referred to as

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Execution Version

AMENDMENT NO. 4

AMENDMENT NO. 4 (this “Agreement”), dated as of June 23, 2026, to the ABL Credit Agreement, dated as of June 18, 2019 (as amended on August 27, 2021, as amended on January 26, 2023, as amended on April 1, 2025, and otherwise as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CHEWY, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the “Agent”) and as Collateral Agent, and the other agents and arrangers party thereto.

RECITALS:

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EXECUTION VERSION

 

 

CREDIT AGREEMENT

dated as of June 23, 2026

by and among

CHEWY, INC.,

as the Initial Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent

 

 

JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

MORGAN STANLEY SENIOR FUNDING, INC.,

BOFA SECURITIES, INC.,

RBC CAPITAL MARKETS1,

AND

BARCLAYS BANK PLC

as Lead Arrangers

 

 

1 

RBC Capital Markets is the brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01

  

Defined Terms

  

 

1

 

Section 1.02

  

Classification of Loans and Borrowings

  

 

80

 

Section 1.03

  

Other Interpretive Provisions; Terms Generally

  

 

80

 

Section 1.04

  

Accounting Terms; GAAP

  

 

81

 

Section 1.05

  

Effectuation of Transactions

  

 

81

 

Section 1.06

  

Currency Translation; Rates

  

 

81

 

Section 1.07

  

[Reserved]

  

 

82

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S, PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

FORM OF STOCK PURCHASE AGREEMENT

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Exhibit 10.2

Execution Version

 

 

 

 

RECEIVABLES PURCHASE AGREEMENT

 

between

 

FORD MOTOR CREDIT COMPANY LLC, as Sponsor

 

and

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II SALE AND PURCHASE OF PURCHASED PROPERTY

1

Section 2.1.

Sale of Purchased Property

1

Section 2.2.

Payment of Purchase Price

1

Section 2.3.

Acknowledgement of Further Assignments

2

Section 2.4.

Savings Clause

2

ARTICLE III REPRESENTATIONS AND WARRANTIES

2

Section 3.1.

Sponsor's Representations and Warranties

2

Section 3.2.

Sponsor's Representations and Warranties About Pool of Receivables

3

Section 3.3.

Sponsor's Representations and Warranties About Each Receivable

4

Section 3.4.

Sponsor's Repurchase of Receivables for Breach of Representations

6

Section 3.5.

Depositor's Representations and Warranties

7

ARTICLE IV SPONSOR'S AGREEMENTS

8

Section 4.1.

Financing Statements

8

Section 4.2.

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Exhibit 10.6

Execution Version

 

 

 

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer

 

 

FORD MOTOR CREDIT COMPANY LLC, as Servicer

 

 

and

 

 

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

 

 

Dated as of June 1, 2026

  

 

 

 

 

 

 

  

TABLE OF CONTENTS

 

ARTICLE I USAGE AND Definitions

1

Section 1.1.

Usage and Definitions

1

Section 1.2.

Additional Definitions

1

Section 1.3.

Review Materials and Test Definitions

2

ARTICLE II Engagement of ASSET REPRESENTATIONS REVIEWER

2

Section 2.1.

Engagement; Acceptance

2

Section 2.2.

Confirmation of Status

2

ARTICLE III Asset Representations Review PROCESS

2

Section 3.1.

Review Notices

2

Section 3.2.

Identification of Review Receivables

3

Section 3.3.

Review Materials

3

Section 3.4.

Performance of Reviews

3

Section 3.5.

Review Reports

4

Section 3.6.

Review Representatives

4

Section 3.7.

Dispute Resolution

5

Section 3.8.

Limitations on Review Obligations

5

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Exhibit 10.1

Execution Version

 

 

 

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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Exhibit 10.5

Execution Version

 

 

 

 

ACCOUNT CONTROL AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Grantor

 

 

THE BANK OF NEW YORK MELLON, as Secured Party

 

 

and

 

 

THE BANK OF NEW YORK MELLON, as Financial Institution

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS

1

Section 2.1.

Description of Accounts

1

Section 2.2.

Account Changes

1

Section 2.3.

Account Types

2

Section 2.4.

Securities Accounts

2

ARTICLE III SECURED PARTY CONTROL

2

Section 3.1.

Control of Collateral Accounts

2

Section 3.2.

Investment Instructions

2

Section 3.3.

Conflicting Orders or Instructions

2

ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF

3

Section 4.1.

Subordination

3

Section 4.2.

Set-off and Recoupment

3

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS

3

Section 5.1.

Financial Institution's Representations and Warranties

3

Section 5.2.

…

Exhibit 10.3

Execution Version

 

 

 

SALE AND SERVICING AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer,

 

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

 

and

 

 

FORD MOTOR CREDIT COMPANY LLC, as Servicer

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II SALE AND PURCHASE OF SOLD PROPERTY; REPRESENTATIONS AND WARRANTIES

1

Section 2.1.

Sale of Sold Property

1

Section 2.2.

Acknowledgement of Further Assignments

1

Section 2.3.

Savings Clause

1

Section 2.4.

Depositor's Representations and Warranties About Sold Property

2

Section 2.5.

Depositor's Repurchase of Receivables for Breach of Representations

4

Section 2.6.

Dispute Resolution

5

ARTICLE III SERVICING OF RECEIVABLES

8

Section 3.1.

Engagement

8

Section 3.2.

Servicing of Receivables

8

Section 3.3.

Servicer's Purchase of Receivables

10

Section 3.4.

Sale of Charged-Off Receivables

11

Section 3.5.

…

Exhibit 10.4

Execution Version

 

 

 

ADMINISTRATION AGREEMENT

 

between

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer,

 

and

 

FORD MOTOR CREDIT COMPANY LLC, as Administrator

 

Dated as of June 1, 2026

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

 

 

 

ARTICLE II ADMINISTRATION OF ISSUER

1

 

 

 

Section 2.1.

Engagement of Administrator

1

Section 2.2.

Administrator's Rights and Obligations

1

Section 2.3.

Limits on Administrator's Rights and Obligations

2

Section 2.4.

Power of Attorney

3

Section 2.5.

Access to Issuer Records

3

Section 2.6.

Review of Administrator's Records

3

Section 2.7.

Updating List of Responsible Persons

3

Section 2.8.

Administrator's Fees and Expenses

3

 

 

 

ARTICLE III ADMINISTRATOR

3

Section 3.1.

Administrator's Representations and Warranties

3

Section 3.2.

Liability of Administrator

4

Section 3.3.

Indemnities

5

Section 3.4.

Resignation and Removal of Administrator

6

Section 3.5.

Successor Administrator

7

…