Browse EX-10 agreements

AMENDMENT TO LINE OF CREDIT AGREEMENT

This Amendment (“Amendment”) to the Line of Credit Agreement is made and entered into as of the Effective Date set forth below, by and between:

Borrower: StimCell Energetics Inc., a corporation with an address at 555 - 1130 West Pender Street, Vancouver, BC V6E 4A4 (“Lender”),

AND

Lender: Susan Jeffs, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (“Borrower”).

RECITALS

WHEREAS, the Lender and Borrower entered into a Line of Credit Agreement dated February 14, 2025 (the “Original Agreement”), pursuant to which the Lender extended to the Borrower an unsecured revolving line of credit in the maximum principal amount of CAD $100,000;

WHEREAS, the parties wish to amend the Original Agreement to increase the Credit Limit to CAD $200,000, with all other terms and conditions of the Original Agreement remaining unchanged.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AMENDMENT TO CREDIT LIMIT Section 1.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

1.1 The Lender agrees to extend to the Borrower an unsecured revolving line of credit (“Credit Line”) in the maximum principal amount of CAD $250,000 (the “Credit Limit”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of August 31, 2026, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 27, 2026, between TENON MEDICAL, 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”).

** **

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, 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.

** **

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:

** **

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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SECOND AMENDMENT TO PROMISSORY NOTE

*** ***

This Second Amendment to Promissory Note (this “Amendment”) is made and entered into as of December 31, 2025, by and between:

*** ***

Borrower: Elventix Technology Corporation,a corporation organized and existing under the laws of the State of Wyoming, United States, with its registered address at 1309 Coffeen Avenue STE 1200 Sheridan, Wyoming 82801.

* *

***Lender: 360 DIGITAL LLC, ***a limited liability company organized under the laws of the State of Florida, United States of America, with registration number L21000500085, and registered office at 452 Osceola St #202 Altamonte Springs, FL 32701, USA.

* *

RECITALS

WHEREAS, the Borrower issued a Promissory Note dated May 15, 2025 in the original principal amount of USD $188,538.00 (the “Original Note”) in favor of Smarterest Incorporated, a corporation organized under the laws of the Province of Ontario, Canada, with registration number 1249329-2 and registered office at 150 King St W Suite 200, Toronto, Ontario, M5H 1J9, Canada;

WHEREAS, the Original Note was amended pursuant to that certain Amendment to Promissory Note dated November 13, 2025, which extended the maturity date of the Original Note to December 31, 2025 (the “First Amendment”);

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ASSIGNMENT OF RIGHTS UNDER A PROMISSORY NOTE

This Assignment of Rights under a Promissory Note (this “Agreement”) is made effective as of December 31, 2025 (the “Effective Date”)

BETWEEN:

Smarterest Incorporated, a corporation organized under the laws of the Province of Ontario, Canada, with registration number 1249329-2 and registered office at 150 King St W Suite 200, Toronto, Ontario, M5H 1J9, Canada (the “Assignor”)

-and-

360 DIGITAL LLC, a limited liability company organized under the laws of the State of Florida, United States of America, with registration number L21000500085, and registered office at 452 Osceola St #202 Altamonte Springs, FL 32701, USA (the “Assignee”).

The Assignor and the Assignee are each a “Party” and together the “Parties”.

A. Recitals

** **

	A.	Pursuant to an Application Sale Agreement dated May 15, 2025, Elventix Technology Corporation acquired certain application assets from the Assignor.

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Execution Version

ACCESSION AGREEMENT

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

This is an Accession Agreement and is being entered into pursuant to the Agreement.  Each undersigned Other Party hereby: (i) acknowledges and confirms that it has received a copy of the Agreement, (ii) agrees to be bound by the terms and conditions of the Agreement as if it were an original signatory thereto, (iii) acknowledges that it only has and will only have at any time rights to Remittances in respect of the Receivables that are owned by or pledged at such time to such Other Party pursuant to a Transaction Document under the related Transaction described in (A) below:

A.            Name of Transaction (name of issuing entity):  Exeter Automobile Receivables Trust 2026-4.

B.            Identification of Indenture:  Indenture, dated as of August 9, 2026, among Exeter Automobile Receivables Trust 2026-4, Exeter Holdings Trust 2026-4 and Citibank, N.A., as indenture trustee.

C.            Citibank, N.A., as an Other Party, hereby advises that, for purposes of the Agreement, the following shall apply with respect to such Other Party:

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Execution Version

CUSTODIAN AGREEMENT



among



EXETER FINANCE LLC,
as Custodian,



EXETER FINANCE LLC,
as Servicer,



and




CITIBANK, N.A.,
as Indenture Trustee




Dated as of August 9, 2026

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THIS CUSTODIAN AGREEMENT, dated as of August 9, 2026, is made with respect to the issuance of Notes and Certificates by Exeter Automobile Receivables Trust 2026-4 (the “Issuer”), and is among EXETER FINANCE LLC, as custodian (in such capacity, the “Custodian”), EXETER FINANCE LLC, as servicer (in such capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”).  Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).

W I T N E S S E T H*:*

WHEREAS, Exeter Finance LLC (“Exeter”) and EFCAR, LLC (“EFCAR”) have entered into a Purchase Agreement dated as of August 9, 2026 (the “Purchase Agreement”), pursuant to which Exeter has sold, transferred and assigned to EFCAR all of Exeter’s right, title and interest in and to certain of the Receivables;

WHEREAS, the Issuer, the Servicer, EFCAR, Exeter Holdings Trust 2026-4 (the “Holding Trust”) and the Indenture Trustee and Backup Servicer, have entered into a Sale and Servicing Agreement, dated as of August 9, 2026 (the “Sale and Servicing Agreement”), pursuant to which EFCAR has sold, transferred and assigned to the Issuer all of EFCAR’s right, title and interest in and to the Receivables;

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-4,
Issuer,

EXETER FINANCE LLC,
Servicer,

and

CLAYTON FIXED INCOME SERVICES LLC,
Asset Representations Reviewer

Dated as of August 9, 2026

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Additional Definitions	1
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER		2
Section 2.1.	Engagement; Acceptance	2

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Execution Version

CONTRIBUTION AGREEMENT

between

EXETER HOLDINGS TRUST 2026-4
Transferee

and

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-4
Transferor

Dated as of August 9, 2026

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TABLE OF CONTENTS

Page

ARTICLE I      DEFINITIONS	1
SECTION 1.1 General	1
SECTION 1.2 Specific Terms	1
SECTION 1.3 Usage of Terms	2
SECTION 1.4 [Reserved].	2
SECTION 1.5 No Recourse	2
SECTION 1.6 Action by or Consent of Noteholders and Certificateholders	3
ARTICLE II     TRANSFER OF THE CONVEYED ASSETS	3
SECTION 2.1 Transfer of the Conveyed Assets.	3
ARTICLE III   REPRESENTATIONS AND WARRANTIES	4

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Execution Version

PURCHASE AGREEMENT

between

EFCAR, LLC
Purchaser

and

EXETER FINANCE LLC

Seller

Dated as of August 9, 2026

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TABLE OF CONTENTS

Page

ARTICLE I.	DEFINITIONS	1
SECTION 1.1	General	1
SECTION 1.2	Specific Terms	1
SECTION 1.3	Usage of Terms	2
SECTION 1.4	[Reserved].	2
SECTION 1.5	No Recourse	2
SECTION 1.6	Action by or Consent of Noteholders and Certificateholders	2
ARTICLE II.	CONVEYANCE OF THE EFLLC RECEIVABLES AND THE EFLLC OTHER CONVEYED PROPERTY	3
SECTION 2.1	Conveyance of the EFLLC Receivables and the EFLLC Other Conveyed Property.	3

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FAC RECEIVABLES PURCHASE AGREEMENT

CARVANA FAC LLC,

as FAC Seller

and

CARVANA RECEIVABLES DEPOSITOR LLC,

as Purchaser

_____________________________

Dated as of August 25, 2026

_____________________________

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TABLE OF CONTENTS

								Page
ARTICLE I DEFINITIONS								2

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COLLATERAL CUSTODIAN AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,

as Grantor Trust

and

CARVANA, LLC,

as Administrator

and

BRIDGECREST CREDIT COMPANY, LLC

as Servicer

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

as Collateral Custodian and Indenture Trustee

_____________________________

Dated as of August 25, 2026

_____________________________

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; CONSTRUCTION								2

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