Browse EX-10 agreements

SECOND AMENDED AND RESTATED
TRUST AGREEMENT

CARVANA RECEIVABLES DEPOSITOR LLC,

as Depositor

and

BNY MELLON TRUST OF DELAWARE,

as Owner Trustee

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Dated as of August 25, 2026

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE								1

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ASSET REPRESENTATIONS REVIEW 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 Sponsor

and

BRIDGECREST CREDIT COMPANY, LLC

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC

as Asset Representations Reviewer

_____________________________

Dated as of August 25, 2026

_____________________________

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ARTICLE I. USAGE AND DEFINITIONS								1

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BACKUP SERVICING AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,

as Grantor Trust

and

BRIDGECREST CREDIT COMPANY, LLC,

as Servicer

and

VERVENT INC.

as Backup Servicer

_____________________________

Dated as of August 25, 2026

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1							DEFINITIONS	1
2							APPOINTMENT	2
3							DUTIES OF THE BACKUP SERVICER	2
4							THE BACKUP SERVICER’S FEES	3
5							CONSULTATION REQUIREMENTS	4
6							ACCESS TO RECORDS	4
7							REPRESENTATIONS AND WARRANTIES	4

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SERVICING AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,
as Issuing Entity,

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,
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 August 25, 2026

_____________________________

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ARTICLE I DEFINITIONS AND USAGE								1

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RECEIVABLES CONTRIBUTION AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,

as Grantor Trust

_____________________________

Dated as of August 25, 2026

_____________________________

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ARTICLE I DEFINITIONS								1

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RECEIVABLES TRANSFER AGREEMENT

CARVANA RECEIVABLES DEPOSITOR LLC,
as Depositor

and

CARVANA AUTO RECEIVABLES TRUST 2026-P3,
as Issuing Entity

_____________________________

Dated as of August 25, 2026

_____________________________

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ARTICLE I DEFINITIONS								1

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RECEIVABLES PURCHASE AGREEMENT

CARVANA, LLC,

as Seller

and

CARVANA RECEIVABLES DEPOSITOR LLC,

as Purchaser

_____________________________

Dated as of August 25, 2026

_____________________________

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ARTICLE I DEFINITIONS								2

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DATED 20 AUGUST 2026

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BETWEEN

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TREASURE GLOBAL INC

(Registration No. 790821)

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(“Seller”)

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AND

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HUNG DAT GROUP TRADE LIMITED

**(Company Registration No. 2307409) **

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**(“Purchaser”) **

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SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made on the date as stipulated in Section 1 of the First Schedule (“Effective Date”).

BETWEEN

The party whose name and particulars as described in Section 2 of the First Schedule (“Seller”) of the one part;

AND

The party whose name and particulars as described in Section 3 of the First Schedule (“Purchaser”) of the other part.

The Seller and the Purchaser are hereinafter collectively referred to as the “Parties” and each individually as a “Party”

RECITALS:

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DATED 20 AUGUST 2026

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BETWEEN

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TREASURE GLOBAL INC

(Registration No. 790821)

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(“Seller”)

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AND

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NEW YEAR HOLDINGS LIMITED

**(Hong Kong BRN: 38423410) **

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**(“Purchaser”) **

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SALE AND PURCHASE AGREEMENT

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THIS AGREEMENT is made on the date as stipulated in Section 1 of the First Schedule (“Effective Date”).

BETWEEN

The party whose name and particulars as described in Section 2 of the First Schedule (“Seller”) of the one part;

AND

The party whose name and particulars as described in Section 3 of the First Schedule (“Purchaser”) of the other part.

The Seller and the Purchaser are hereinafter collectively referred to as the “Parties” and each individually as a “Party”

RECITALS:

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NewGenIvf Group Limited - Lock-up Agreement

[●], 2026

NewGenIvf Group Limited

36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand

Ladies and Gentlemen:

The undersigned understands that NewGenIvf Group Limited, a British Virgin Islands corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on [●], 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the SPA, providing for the placement (the “Transaction”) of Ordinary Shares, without par value per share, of the Company (“Shares”) and pre-funded warrants (“Warrants”) to purchase Ordinary Shares.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) and agrees that the undersigned will not, during the period commencing on the date hereof and ending sixty (60) business days after the closing date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned) or with respect to which the undersigned (or any Affiliate of the undersigned)

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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 (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. 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.

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Principal Amount: $250,000.00	Issue Date: August 17, 2026
Actual Amount of Purchase Price: $232,500.00

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PROMISSORY NOTE

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