Browse EX-10 agreements

ZURA BIO LIMITED

2023 EQUITY INCENTIVE PLAN

(As Amended June 1, 2023 and June 17, 2026)

1.

Purpose

The purpose of this Zura Bio Limited 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non- employee directors and other service providers of Zura Bio Limited, a Cayman Islands exempted company (the “Company”), and its shareholders by providing share-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the talented employees and service providers for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s shareholders. The Plan provides for the grant of Options, Share Appreciation Rights, Restricted Share Units, Restricted Shares and Other Share-Based Awards and for Incentive Bonuses, which may be paid in cash, Ordinary Sha

…

Exhibit 10.3

 

 

 

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.

Servicer Reports and Compliance Statements

11

…

Exhibit 10.6

 

 

 

 

 

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

ARTICLE IV Asset Representations Reviewer

…

Exhibit 10.5

 

 

 

 

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.

Financial Institution's Covenants

3

…

Exhibit 10.4

 

 

 

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

Section 3.6.

…

Exhibit 10.2

 

 

 

 

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.

…

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;

…

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;

…

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

…

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;

…