Browse EX-10 agreements

Exhibit 10.5

Execution Version

ACCOUNT CONTROL AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2026-C,
as Grantor

THE BANK OF NEW YORK MELLON,
as Secured Party

and

THE BANK OF NEW YORK MELLON,
as Financial Institution

Dated as of September 1, 2026

TABLE OF CONTENTS

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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 September 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

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Exhibit 10.3

Execution Version

SALE AND SERVICING AGREEMENT

among

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

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

and

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

Dated as of September 1, 2026

TABLE OF CONTENTS

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Exhibit 10.6

Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2026-C,
as Issuer

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND Definitions		1
Section 1.1.	Usage and Definitions	1

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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-C

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1

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Exhibit 10.1 1 SHORE BANCSHARES, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purpose and Effective Date. The purpose of this Plan is to provide the non-employee members of the Board of Directors (the “Board”) of Shore Bancshares, Inc., a Maryland corporation (the “Company”), with an opportunity to defer payment of all or a portion of their cash and equity compensation. The Plan shall be effective as of December 31, 2026 (the “Effective Date”). 2. Definitions. The following terms shall have the meanings given in this section unless a different meaning is clearly implied by the context: (a) “Cash Compensation” means compensation payable to a director in cash for serving as a member of the Board, but excluding any expense reimbursements. (b) “Change in Control” shall have the meaning given to that term in the Shore Bancshares, Inc. Deferred Compensation Plan. (c) “Code” means the Internal Revenue Code of 1986, as amended. (d) “Common Stock” means the common stock of the Company. (e) “Deferred Compensation Account” means an account maintained for each director who makes

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Exhibit 10.2 1 SHORE BANCSHARES, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN 1. Background and Purpose. Shore Bancshares, Inc. (the "Company") has established the Shore Bancshares, Inc. Deferred Compensation Plan (the "Plan") to allow eligible employees to defer certain types of compensation otherwise payable to them from the Company or its Affiliates. The Plan was initially adopted effective January 1, 2019, was amended on February 1, 2022, and June 29, 2026, and is amended and restated in its entirety as provided in this document effective as of September 30, 2026. The Plan is an unfunded program and has been established for the purpose of providing deferred compensation for a select group of management or highly compensated employees. 2. Definitions. (a) "Account" shall mean the interest of a Participant in the Plan as represented by the bookkeeping entries kept by the Company or Participating Company. A separate Account shall be established for each Participant and may include separate subaccounts, such as annual Deferral Accounts, as may be required. (b) "Affiliate" sha

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Series A September 30 Triggering Event Waiver | 1 Waiver of September 30 2026 Triggering Event Series A Convertible Preferred Stock This Waiver (“Waiver”) is executed and delivered by and between the undersigned holder (the “Holder”) and Nauticus Robotics, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Series A Convertible Preferred Stock (the “Preferred Shares”) held by the Holder. This Waiver relates to the Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of the Company, as amended or supplemented and in effect on the Effective Date (the “Certificate of Designations”). Capitalized terms not otherwise defined herein have the meanings given in the Certificate of Designations. 1. Waiver of Specified Event. Pursuant to Sections 5(a)(xv), 22 and 31(b) of the Certificate of Designations, the Holder hereby irrevocably waives, solely for the Waiver Period (as defined below) and with respect to the Preferred Shares, the occurrence and continuance of the Triggering Event described in Section 5(a)(xv) arising solely bec

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La Rosa Holdings Corp.

****1420 Celebration Blvd., 2nd Floor

Celebration, Florida 34747

September 30, 2026

Series X Super Voting Preferred Stock

Dear Sirs:

This side agreement (this “Agreement”) is entered into by and between the undersigned La Rosa Holdings Corp., a Nevada corporation (the “Corporation”), and Joseph La Rosa (“Stockholder”) and relates to that certain Redemption Agreement, dated as of November 12, 2025 (as amended, supplemented or otherwise modified from time to time, the “Redemption Agreement”), by and between the Stockholder and the Corporation. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Redemption Agreement.

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LA ROSA HOLDINGS CORP.

BOARD OF DIRECTORS AGREEMENT

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services and shall become effective on October 1, 2026 (the “Effective Date”), according to the following terms and conditions:

	I.	Services Provided

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** **

EMPLOYMENT AGREEMENT

** **

This Employment Agreement (the “Agreement”) dated as of October 1, 2026 is between La Rosa Holdings Corp., a Nevada corporation (the “Company”),** **and Nicholas Adler, an individual (the “Executive”). Each of the Company and Executive are a “party” to this Agreement, and together, they are the **“parties” **hereto.

WITNESSETH:

** **

A. The Company desires to hire the Executive as a Chief Executive Officer and interim Chief Financial Officer and the Executive desires to accept such employment.

B. The Company and the Executive desire to set forth in this Agreement the terms, conditions and obligations of the parties with respect to such employment, and this Agreement is intended by the parties to supersede all previous understandings, whether written or oral, concerning such employment.

**NOW, THEREFORE, **for and in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

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SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2026, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”).

WHEREAS, the Holder beneficially owns and holds that certain Right to Receive Tokens (the “Token Right”) issued by the Company to the Holder on November 12, 2025, as amended on March 24, 2026, pursuant to which tokens having an aggregate value of $5,688,263 have been issued to the Holder and are currently outstanding (the “Outstanding Tokens”);

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