Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount:  Up to $1,000,000	Dated as of August 28, 2026
	New York, New York

This Amended and Restated Promissory Note (this “Note”) amends and restates the Amended and Restated Promissory Note, dated as of September 16, 2025 (the “Original Note”) from Giant Oak Acquisition Corporation, a British Virgin Islands corporation and blank check company (the “Maker”), payable to the order of Blue Engine Management Corp. or its registered assigns or successors in interest (the “Payee”). The terms, conditions and provisions of the Original Note, all amendments to and/or restatements of the Original Note made or purported to be made prior to the date hereof, are hereby amended and restated in their entirety effective as of the date hereof so that henceforth the terms, conditions and provisions of the Original Note shall read and be as set forth in this Note and Maker agrees to comply with and be subject to

…

EXHIBIT 10.4.7

o

Target Corporation 2020 Long-Term Incentive Plan

RESTRICTED STOCK UNIT AGREEMENT

(Officer)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2020 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

1.    Definitions. Except as otherwise provided in this Agreement, the defined terms used in this Agreement shall have the same meaning as in the Plan. The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.

2.    Grant of RSUs. Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Team Member the number of RSUs set forth in the Award Letter.

3.    Vesting Schedule.

(a)    Subject to Section 3(b), one-third (1/3) of the Shares issuable under the RSUs shall vest on each of December 17, 2026, December 17, 2027, and December 17, 2028. Each such date is referred to as a “Vesting Date” and December 17, 2028, is also referred to as the “Final Vesting Date.”

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Effective Date (as defined herein), by and among Northpointe Bancshares, Inc. (“Company”), Northpointe Bank (“Bank”), a wholly owned subsidiary of the Company, and Joseph B. Long (“Executive”). Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

BACKGROUND

WHEREAS, the Parties desire to enter an employment agreement to memorialize the terms of Executive’s employment.

NOW, THEREFORE, in consideration of the payments, consents, and acknowledgements described below, in consideration of Executive’s employment with Company and Bank, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Parties agree as follows:

1.Definitions.The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:

(a)“Board of Directors” means, collectively, the board of directors of Company and the board of directors of Bank and, where appropriate, any committee or other designee thereof.

(b)“Beneficial Owner” has the meaning given such term in Rule 13d-3 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934.

…

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”), dated as of August 27, 2026, is made by and between Quoin Pharmaceuticals Ltd., an Israeli company (the “Company”), and _________, an individual (the “2020 Noteholder”).

WHEREAS, the 2020 Noteholder purchased a promissory note from Quoin Pharmaceuticals, Inc. (“Quoin Inc.”), in the original principal amount of $____________, dated October 2, 2020 (the “2020 Note”);

Whereas, in connection with the merger transaction (the “Merger”) with Cellect Biotechnology Ltd., the outstanding principal and accrued but unpaid interest of the 2020 Note was to automatically convert into shares of the Company;

WHEREAS, the capitalization table for the Merger closing neglected to account for accrued interest on the 2020 Notes and therefore, the shares of the Company issued to the 2020 Noteholder was under-allocated;

Whereas, the 2020 Noteholder is owed accrued and unpaid interest related to the 2020 Note in an amount equal to $____________ (the “Outstanding Debt”).

…

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and among Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A.            Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of up to $[●] of (i) American Depositary Shares (“ADSs”), each representing 35 ordinary shares (the “Ordinary Shares”), no par value per share, of the Company (the “Offered ADSs”), and/or (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase ADSs representing Ordinary Shares (the “Pre-Funded Warrant ADSs”), and (iii) ordinary warrants (the “Ordinary Warrants”) to purchase ADSs representing Ordinary Shares (the “Ordinary Warrant ADSs”), in each case, pursuant to the Purchase Agreement. The Offered ADSs, the Pre-Funded Warrant ADSs, and the Ordinary Warrant ADSs, without giving effect to

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 27, 2026, by and among Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act;

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, (A) American Depositary Shares (“ADSs”), each representing 35 ordinary shares (the “Ordinary Shares”), no par value per share, of the Company (the “Offered ADSs”), (B) pre-funded warrants to purchase ADSs representing Ordinary Shares substantially in the form attached hereto as Exhibit B (the “Pre-Funded Warrants”), and accompanying (C)  ordinary warrants to purchase ADSs representing Ordinary Shares in the form attached hereto as Exhibit C (the “Ordinary Warrants,” and together with the Pre-Funded Warrants, the “Warrants,” and together with the Offered ADSs, the “Securities”); and

…

FORM OF 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:

…

FORM OF 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

---

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;

…

FORM OF 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

---

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

…

FORM OF CONTRIBUTION AGREEMENT

between

EXETER HOLDINGS TRUST 2026-4
Transferee

and

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-4
Transferor

Dated as of August 9, 2026

---

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

…

FORM OF PURCHASE AGREEMENT

between

EFCAR, LLC
Purchaser

and

EXETER FINANCE LLC

Seller

Dated as of August 9, 2026

---

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

…

Exhibit F

---

ARBITRATION PROVISIONS

1.* Dispute Resolution*. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims” means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties to the Agreement hereby agree that these Arbitration

…