Browse EX-10 agreements

BACKUP SERVICING AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P2,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P2,

as Grantor Trust

and

BRIDGECREST CREDIT COMPANY, LLC,

as Servicer

and

VERVENT INC.

as Backup Servicer

_____________________________

Dated as of May 27, 2026

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SERVICING AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P2, as Issuing Entity,

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P2, as Grantor Trust,

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee,

and

BRIDGECREST CREDIT COMPANY, LLC, as Servicer,

and

VERVENT INC., as Backup Servicer

_____________________________

Dated as of May 27, 2026

_____________________________

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RECEIVABLES CONTRIBUTION AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P2,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P2,

as Grantor Trust

_____________________________

Dated as of May 27, 2026

_____________________________

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RECEIVABLES TRANSFER AGREEMENT

CARVANA RECEIVABLES DEPOSITOR LLC, as Depositor

and

CARVANA AUTO RECEIVABLES TRUST 2026-P2, as Issuing Entity

_____________________________

Dated as of May 27, 2026

_____________________________

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ARTICLE I DEFINITIONS						1
Section 1.1			Definitions; Rules of Construction			1
ARTICLE II CONVEYANCE OF RECEIVABLES						2
Section 2.1			Conveyance of Receivables			2
Section 2.2			Intent of the Parties			4
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS						4
Section 3.1			Representations and Warranties of the Depositor			4
Section 3.2			Representations and Warranties of the Issuing Entity			6

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RECEIVABLES PURCHASE AGREEMENT

CARVANA, LLC,

as Seller

and

CARVANA RECEIVABLES DEPOSITOR LLC,

as Purchaser

_____________________________

Dated as of May 27, 2026

_____________________________

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ARTICLE I DEFINITIONS						2
Section 1.1			Definitions; Rules of Construction			2
ARTICLE II CONVEYANCE OF CARVNA RECEIVABLES						2
Section 2.1			Conveyance of Carvana Receivables			2
Section 2.2			Intent of the Parties			4
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS						4
Section 3.1			Representations and Warranties of the Seller			4
Section 3.2			Dispute Resolution			8

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AGREEMENT FOR RESTRICTED STOCK AWARD NON-EMPLOYEE DIRECTORS This Agreement for Restricted Stock Award (the "Agreement") is made between FIRST FINANCIAL BANCORP., an Ohio corporation (the "Corporation"), and /$ParticipantName$/ (the "Director") who, as of /$GrantDate$/, which is the date of this Agreement, is a non-employee director of the Corporation. WHEREAS, the Corporation established the First Financial Bancorp. 2026 Stock Plan (the "Plan"), and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award to the Director upon the terms and conditions set forth in this Agreement. WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A. NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed: 1. Award of Restricted Stock. The Corporation hereby awards to Director as of the date of this Agreement /$AwardsGranted$/ shares of Restricted Stock of the Corporation ("Restricte

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Execution Version

Published CUSIP Number:    90224VAN2

Revolving Credit CUSIP Number:    90224VAP7

$1,000,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 28, 2026,

by and among

TYLER TECHNOLOGIES, INC., as Borrower,

the Lenders referred to herein, as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an Issuing Lender

PNC BANK, NATIONAL ASSOCIATION,

TRUIST BANK, and JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agents

and

BANK OF AMERICA, N.A.,

CITIZENS BANK, N.A., GOLDMAN SACHS BANK USA, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents

WELLS FARGO SECURITIES, LLC,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC.,

and

JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners

220889375_6

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Date:	May 28, 2026
To:	FG Merger II Corp., a Nevada corporation (“FGMC”) and BOXABL Inc., a Nevada corporation (“Target”).
Address:	FGMC: 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143; Target: 5345 E. N. Belt Road, North Las Vegas, NV 89115
From:	Atsion Opportunity Fund LLC – Series 2 (“Seller”)
Re:	OTC Equity Prepaid Forward Transaction

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ASSIGNMENT AND NOVATION AGREEMENT

This Assignment and Novation Agreement (the “Agreement”) is made by and among Atsion Opportunity Fund LLC – Series 2, a Delaware limited liability company (“Assignor”), FG Capital Partners, LLC, a Nevada limited liability company (the “Purchaser” or “Assignee”), FG Merger II Corp., a Nevada corporation (“Counterparty”) and BOXABL Inc., a Nevada corporation (“Target”) as of May 28, 2026. The Assignor, the Purchaser, the Counterparty and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”

RECITALS

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FIRST AMENDMENT TO KIDZ AI INC.

SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE KIDZ AI INC. (F/K/A CLASSOVER HOLDINGS, INC.) SECURITIES PURCHASE AGREEMENT (THIS “AMENDMENT”),is made and effective as of May 28, 2026 (“Effective Date”), by and among KIDZ AI Inc. (f/k/a Classover Holdings, Inc.), a Nevada corporation (the “Company”), and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, on May 30, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Secured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, pursuant to Section 1(e) of the Purchase Agreement, the Holder may purchase at Additional Closings Additional Notes substantially in the form of Exhibit A to the Purchase Agreement;

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[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NO

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SECOND AMENDMENT AND LENDER JOINDER TO THE CREDIT AGREEMENT

This SECOND AMENDMENT AND LENDER JOINDER TO THE CREDIT AGREEMENT, dated as of May 27, 2026 (this “Amendment”), is entered into by and among BXPE US AGGREGATOR (CYM) L.P., a Cayman Islands exempted limited partnership (the “Initial Primary Borrower”), acting through its general partner, Blackstone Private Equity Strategies Associates L.P., a Delaware limited partnership, the other Borrowers listed on the signature pages hereto (together with the Initial Primary Borrower, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the Administrative Agent and a Lender under the Credit Agreement (as defined below), and each of the other financial institutions party hereto as Lenders. Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement.

RECITALS:

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