Browse EX-10 agreements

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

…

June 3, 2026

 

Paul Carreiro

Sent via email

 

SUBJECT: Offer of Employment

 

Dear Paul,

 

On behalf of Digimarc Corporation (the “Company”), I am pleased to confirm our offer of employment for the exempt position of Chief Executive Officer reporting to the Board of Directors, subject to our completion of reference/background checks and your appointment by the Company’s Board of Directors**.** You will agree to the initial expectations for your role and responsibiliites with the Chief Executive Officer upon hire**.** Your job duties may, of course, evolve and change with time, as the Company’s needs change. As also discussed, you will work remotely from your home in Florida with travel for business as required. We look forward to your contributions in the growth and development of Digimarc.

 

The following summarizes the terms relating to this offer.

…

EXECUTION VERSION

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 5, 2026, is entered into by and among FAIR ISAAC CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto (including the Term Loan Lenders (as defined in the Amended Credit Agreement referenced below)) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with respect to the following:

A. The Borrower, the Administrative Agent and the several banks and other financial institutions party thereto (together with the Term Loan Lenders, the “Lenders”) have previously entered into that certain Third Amended and Restated Credit Agreement, dated as of May 13, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

…

Document

Exhibit 10.1

[Groupon Letterhead]

May 18, 2026

Adi Rajkumar

Via Email

Dear Adi,

Groupon, Inc. (“Groupon”) is excited to formally offer you an exempt, regular, full-time position as a Chief Operating Officer, reporting to Dusan Senkypl. You will be based remotely in Texas. The terms of the offer are detailed below.

Your start date will be Monday, August 3, 2026 (“Start Date”).

Please be aware that this offer is in consideration for and contingent upon: (i) your returning a signed copy of this letter to Groupon no later than 3 days from the date of this letter or 5 business days before your Start Date, whichever comes first; (ii) if applicable, the successful completion of a pre-employment background check and/or drug screen; (iii) your acknowledgement of and agreement to the Confidentiality, Intellectual Property and Restrictive Covenants Agreement (“CIPRA”) and (if applicable) the Mutual Arbitration Agreement; and (iv) your ability to provide satisfactory proof of your identity and authorization to work in the United States, as required by law. You are responsible

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2026, between Ocean Power Technologies, 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 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:

 

Definitions

 

1.1.

…