Browse EX-10 agreements

Exhibit 10.12

LIST OF SUBSIDIARIES OF THE REGISTRANT

Name		Jurisdiction of Incorporation
Masterbeef Limited		British Virgin Islands
Anping Grill Limited		British Virgin Islands
Tak Moon Food Supplies (BVI) Limited		British Virgin Islands
Taiwanese Sweeties Limited		British Virgin Islands
House of Talent (BVI) Limited		British Virgin Islands
General’s Feast Limited		British Virgin Islands
Worvity Limited		British Virgin Islands
Tak Moon Holdings Limited		Hong Kong
Anping Grill (HK) Limited		Hong Kong
Tak Moon Food Supplies Limited		Hong Kong
Taiwanese Sweeties (HK) Limited		Hong Kong
House of Talent Limited		Hong Kong
Generals Feast (HK) Limited		Hong Kong
Worvity (HK) Limited		Hong Kong
Luk Koon Limited		Hong Kong
Taiwanese Hotpot Limited		Hong Kong
Master Beef Hotpot Limited		Hong Kong
Able Force Limited		Hong Kong
Amazing Hotpot Limited		Hong Kong

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LEASE EXTENSION

Jack's Market, LLC of 1981 N. Berra Blvd., Tooele, UT 84074 herein-after referred to as Landlord, hereby extend the lease term, and let to GenFlat Holdings, Inc./GenFlat Inc., of 1983 N. Berra Blvd., Tooele City, UT 84074 hereinafter referred to as Tenant, all those premises situate, lying and being in the 400 Square Feet, Suite 1983 of Jack Market and more particularly described as follows, to wit: First floor office space of 400 square feet and common usage of basement storage space of 1,214 square feet.

TO HAVE AND TO HOLD the said premises, together with the appurtenances, unto the Tenant, from the first day of February 2026 for and during and until January 31, 2028, an extension of two years.

And Tenant covenants and agrees to pay to Landlord as rental; for said premises, the sum of $1,320, payable on the 1st day of each month.

Witness the signature of said Landlord and said Tenant at Tooele this 30th day of January 2026.

April 10, 2026

Bill Wafford

Dear Bill:

This letter agreement (this “Employment Agreement”) amends and restates the terms of the Employment Agreement, dated as of February 14, 2025, as amended, by and between Bill Wafford (“you”) and ER Development International, Inc. (the “Company”), a Pennsylvania corporation, and shall be effective on April 10, 2026 (the “Effective Date”), on the following terms:

1.Duties and Responsibilities. You will continue to be employed as Chief Administrative Officer & Chief Financial Officer, QVC Group. You will perform the duties and services of that position or any comparable position, as well as perform any other duties and services as the Company may reasonably request. You shall devote your full and exclusive business time, attention and energy to the performance of your duties and to the promotion of the business and interests of the Company and its subsidiaries and affiliated companies (the “QVC Group”). You shall also adhere to the Company’s general employee policies as they may be in effect from time to time. The Company may, at its discretion,

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MASTER LEASE AGREEMENT

*Certain portions of this agreement (including the exhibits) have been redacted in accordance with Item 6.01 (b)(10) of Regulations S-K. This information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

“[***]” indicates that information has been redacted.

THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of [***], 2026 (the “Effective Date”), by and between [***] (“Lessor”), whose address is [***], and EQUIPMENTSHARE.COM INC, a Texas corporation, its successors and/or assigns (“Lessee”), whose address is 5710 Bull Run Dr. Columbia, MO 65201. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

In consideration of the mutual covenants and agreements herein contained, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I

BASIC LEASE TERMS

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Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of April 15, 2026, is entered into by and among EQUIPMENTSHARE.COM INC, a Texas corporation (“Parent Borrower”), the Lenders (as defined in the below-defined Credit Agreement) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (each as defined in the below-defined Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, “Agent”), and in light of the following:

W I T N E S S E T H

WHEREAS, Parent Borrower, Agent, and the Lenders are parties to that certain Credit Agreement, dated as of November 26, 2025 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment, is referred to herein as the “Credit Agreement”);

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FORM OF

INDEPENDENT DIRECTOR

RESTRICTED UNIT AWARD AGREEMENT

THIS AGREEMENT (the “Agreement”), is made effective as of the __ day of __________, 20__, (the “Effective Date”), between CVC-PE Global Private Equity Fund, LP, a Delaware limited partnership (the “Fund”), and ___________ (the “Participant”):

R E C I T A L S:

WHEREAS, the General Partner (as defined below) has determined that it would be in the best interests of the Fund and its unitholders to grant the restricted unit award provided for herein (the “Restricted Unit Award”) to the Participant as of the Date of Grant (as defined below) covering a number of unit interests in the Fund (“Units”) pursuant to the terms set forth herein, subject to the Participant’s continued service on the Board (as defined below).

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

Definitions. The following definitions shall be applicable throughout the Agreement:

(a)

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator,

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee

ADMINISTRATION AGREEMENT   Dated as of May 1, 2026

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TABLE OF CONTENTS

Page

Section 1.01.	Capitalized Terms; Interpretive Provisions	1
Section 1.02.	Duties of the Administrator	2
Section 1.03.	Records	8
Section 1.04.	Compensation	9
Section 1.05.	Additional Information to be Furnished to the Issuer	9
Section 1.06.	Independence of the Administrator	9
Section 1.07.	No Joint Venture	9
Section 1.08.	Other Activities of Administrator	9
Section 1.09.	Term of Agreement; Resignation and Removal of Administrator	9
Section 1.10.	Action Upon Termination, Resignation or Removal	10
Section 1.11.	Notices	10
Section 1.12.	Amendments	11

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator,

and

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

ASSET REPRESENTATIONS REVIEW AGREEMENT Dated as of May 1, 2026

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TABLE OF CONTENTS

Page

ARTICLE One DEFINITIONS
Section 1.01.   Capitalized Terms; Rules of Usage	1
ARTICLE Two ENGAGEMENT; ACCEPTANCE
Section 2.01.   Engagement; Acceptance	3
Section 2.02.   Confirmation of Status	3
ARTICLE Three ASSET REPRESENTATIONS REVIEW PROCESS
Section 3.01.   Review Notices and Identification of Review Assets	3
Section 3.02.   Review Materials	4
Section 3.03.   Performance of Reviews	4
Section 3.04.   Review Report	5
Section 3.05.   Review Representatives	5
Section 3.06.   Dispute Resolution	5
Section 3.07.   Limitations on Review Obligations	6
ARTICLE Four ASSET REPRESENTATIONS REVIEWER

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller,

and

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Purchaser

RECEIVABLES PURCHASE AGREEMENT

Dated as of May 1, 2026

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TABLE OF CONTENTS

		Page
	ARTICLE ONE
	DEFINITIONS
Section 1.01.	Capitalized Terms; Rules of Usage	1
	ARTICLE TWO
	CONVEYANCE OF RECEIVABLES
Section 2.01.	Sale and Conveyance of Receivables	2
Section 2.02.	Receivables Purchase Price; Payments on the Receivables	3
Section 2.03.	Transfer of Receivables	4
Section 2.04.	Examination of Receivable Files	4
	ARTICLE THREE
	REPRESENTATIONS AND WARRANTIES
Section 3.01.	Representations and Warranties of the Purchaser	5
Section 3.02.	Representations and Warranties of the Seller	6
Section 3.03.	Representations and Warranties as to the Receivables	7

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor,

and

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller and as Servicer

SALE AND SERVICING AGREEMENT

Dated as of May 1, 2026

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TABLE OF CONTENTS

Page

ARTICLE One DEFINITIONS
Section 1.01.         Capitalized Terms; Rules of Usage	1
ARTICLE Two CONVEYANCE OF TRUST PROPERTY
Section 2.01.         Conveyance of Trust Property	1
Section 2.02.         Representations and Warranties of the Seller as to the Receivables	3
Section 2.03.         Representations and Warranties of the Depositor as to the Receivables	3
Section 2.04.         Representations and Warranties as to Security Interests	4
Section 2.05.         Repurchase of Receivables Upon Breach	5
Section 2.06.         Custody of Receivable Files	6
Section 2.07.         Duties of Servicer as Custodian	6
Section 2.08.         Instructions; Authority to Act	7

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EXECUTION VERSION

THIRD AMENDMENT AGREEMENT dated as of May 13, 2026 (this “Amendment Agreement”), among LEVEL 3 PARENT, LLC (“Holdings”); LEVEL 3 FINANCING, INC., as Borrower (the “Borrower”); the LENDERS party hereto; WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Existing Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Existing Collateral Agent”); and BANK OF AMERICA, N.A., as successor administrative agent (in such capacity, the “Successor Administrative Agent”), to the Credit Agreement dated as of March 22, 2024 (as amended by that certain First Amendment Agreement, dated as of March 27, 2025, that certain Second Amendment Agreement, dated as of September 29, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) among Holdings, the Borrower, the LENDERS party thereto, the Existing Administrative Agent and the Existing Collateral Agent.

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