Browse EX-10 agreements

Execution Version

SALE AND SERVICING AGREEMENT

among

BMW VEHICLE OWNER TRUST 2026-A,
as Issuer,

BMW FS SECURITIES LLC,
as Depositor,

BMW FINANCIAL SERVICES NA, LLC,
as Sponsor, Servicer, Administrator and Custodian,

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

and

U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary

Dated as of August 19, 2026

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TABLE OF CONTENTS

PAGE

ARTICLE I. DEFINITIONS
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Other Definitional Provisions.	19
ARTICLE II. CONVEYANCE OF RECEIVABLES
SECTION 2.01.	Conveyance of Receivables.	20
ARTICLE III. THE RECEIVABLES

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Execution Version

OWNER TRUST ADMINISTRATION AGREEMENT

among

BMW VEHICLE OWNER TRUST 2026-A,
as Issuer,

BMW FINANCIAL SERVICES NA, LLC,
as Owner Trust Administrator,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

Dated as of August 19, 2026

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TABLE OF CONTENTS

Section 1.1	Duties of the Owner Trust Administrator with Respect to the Note Depository Agreement and the Indenture	2
Section 1.2	Additional Duties	6
Section 1.3	Non-Ministerial Matters	7
Section 2.	Records.	8
Section 3.	Compensation.	8
Section 4.	Additional Information To Be Furnished to the Issuer.	8
Section 5.	Independence of the Owner Trust Administrator.	8
Section 6.	No Joint Venture.	8

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Execution Version

AMENDED AND RESTATED TRUST AGREEMENT

between

BMW FS SECURITIES LLC,
as Depositor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

Dated as of August 19, 2026

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TABLE OF CONTENTS

PAGE

ARTICLE I       DEFINITIONS	1
Section 1.01. Capitalized Terms.	1
Section 1.02. Other Definitional Provisions.	4
ARTICLE II      ORGANIZATION	5
Section 2.01. Name.	5
Section 2.02. Office.	5
Section 2.03. Purposes and Powers.	5
Section 2.04. Appointment of Owner Trustee.	6
Section 2.05. Initial Capital Contribution of Trust Estate.	6
Section 2.06. Declaration of Trust.	6
Section 2.07. [Reserved].	7
Section 2.08. Title to Trust Property.	7
Section 2.09. Situs of Trust.	7

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EXECUTIONVERSION

SIXTHAMENDMENTTOLOANANDSERVICINGAGREEMENT,datedasofAugust13,2026(this

“Agreement”),byandamong:

(1)

STARMOUNTAINLOWERMIDDLE-MARKETCAPITALCORP.,aDelawarecorporation (togetherwithitssuccessorsandassignsinsuchcapacity,the“Borrower”);

(2)

THELENDERS(asdefinedherein)PARTYHERETO;and

(3)

WEBSTERBANK,N.A.(f/k/aSTERLINGNATIONALBANK),astheAgent(asdefined herein);

Borrower, Webster Bank, N.A. (f/k/a Sterling National Bank), as the collateral agent and administrative agent (in such capacities, the “Agent”) and the lenders party thereto (the “Lenders”) are party to that certain Loan and Servicing Agreement, dated as of July 2, 2021 (as amended, amended and restated, modified, waived, supplemented or restated from time to time, the “Loan and ServicingAgreement”).Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Loan and Servicing Agreement.

The Borrower, the Lenders and the Agent have agreed to amend the Loan and Servicing Agreement as set forth herein.

Accordingly,inconsiderationofthemutualagreementshereincontainedandothergood and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to Loan and Servicing Agreement; Eligibility. As of the Effective Date (defined below):

(a)

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of August 19, 2026 (the "Effective Date"), by and between Zerostack Corp., a Texas corporation (the "Company" or "Employer") having its principal place of business at 2626 Cole Ave, Suite 300, Dallas, Texas, 75204 and Rudy Rong ("Executive"), and the Company and the Executive collectively referred to herein as the "Parties") having his office at such location of his choosing.

WITNESSETH:

WHEREAS, the Company desires to retain Executive as the Company's President ("President") commencing on the Effective Date, and the Parties desire to enter into this Agreement embodying the terms of such employment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

1. Title and Job Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive as President.

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VOTING AGREEMENT AND IRREVOCABLE PROXY

This VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") is entered into as of August 19, 2026, by and among the undersigned proxyholder (the "Proxyholder"), the undersigned stockholder (the "Stockholder") of ZeroStack Corp., a Texas corporation (the "Company"), and the Company.

RECITALS

WHEREAS, the Stockholder understands and acknowledges that the Company and the Proxyholder are entitled to rely on (i) the truth and accuracy of the Stockholder's representations contained herein and (ii) the Stockholder's performance of its obligations set forth herein.

NOW, THEREFORE, in consideration of the promises and the covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Restrictions on Shares.

(a) Except pursuant to the terms of this Agreement, the Stockholder shall not, directly or indirectly, grant any proxies or powers of attorney with respect to any of the Shares (as defined in Section 1(c)), deposit any of the Shares into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of the Shares or make any public announcement that is in any manner inconsistent with this Agreement.

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EXHIBIT A

FORM OF PRE-FUNDED WARRANT

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. SUBJECT IN ALL RESPECTS TO THE TEN-YEAR LOCK-UP IN SECTION 4(d), THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON SHARE PURCHASE WARRANT

ZEROSTACK CORP.

Warrant No.

Warrant Shares:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August [ ], 2026, between ZeroStack Corp., a Texas corporation (the "Company"), and each investor identified on the signature pages hereto (each, including its successors and assigns, an "Investor" and collectively, the "Investors"). Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506(b) of Regulation D as promulgated by the U.S. Securities and Exchange Commission under the 1933 Act ("Regulation D"), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Purchase and Sale of the Securities.

1.1 Sale and Issuance of the Securities.

(a) Prior to the Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of the Company's common shares, no par value ("Common Shares", and the Common Shares to be purchased pursuant to this Agreement, the "Shares") and/or pre-funded warrants to purchase Common Shares in the form of Exhibit A (the "Pre-Funded Warrants") and (ii) the issuance of the Common Shares issuable upon exercise of the Pre-Funded Warrants (the "Warrant Shares"). The Shares, the Pre-Funded Warrants and the Warrant Shares are collectively referred to herein as the "Securities".

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	5455 Sunset Blvd. Lexington, SC 29072 (803) 951.2265 Fax (803) 358.6900	PO Box 64 Lexington, SC 29071 www.firstcommunitysc.com

August 19, 2026

Freddie Deutsch

Via Email

Re: Acceptance of Notice of Retirement and Letter Amendment to the Employment Agreement

Dear Freddie:

On behalf of First Community Bank and First Community Corporation, I want to thank you for your many contributions to the Bank and for your willingness to work collaboratively with us on a retirement transition plan.

We acknowledge and accept your decision to retire and appreciate your commitment to helping ensure a smooth and successful transition. During our recent discussions, we worked together to develop a transition structure that recognizes your years of service while also providing the Bank continued access to your experience, relationships, and institutional knowledge through your retirement date. Consistent with those discussions, this letter confirms our mutual agreement regarding your planned retirement from First Community Bank and amends your Employment Agreement dated July 13, 2025 (the "Employment Agreement").

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Execution Version

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of August 18, 2026, is entered into by and between Willow Parent, LLC, a Delaware limited liability company (“Parent”), Weave Communications, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Company, (ii) Parent and (iii) Willow Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), will enter into an Agreement and Plan of Merger (as may be amended, restated, amended and restated, waived or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), which provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent;

WHEREAS, as of the date hereof, the Stockholder is the record and/or “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of shares of common stock, par value $0.00001 per share, of the Company (the “Company Common Stock”) set forth opposite such Stockholder’s name on Exhibit Ahereto under the heading “Owned Shares”, being all of the shares of Company Common Stock owned of record or beneficially by the Stockholder as of the date hereof (the “Owned Shares”); and

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WAIVER AGREEMENT

This Waiver Agreement (this “Waiver”) is entered into as of August 14, 2026 (the “Waiver Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Arrive AI Inc., a Delaware corporation (“Company”). Capitalized terms used in this Waiver without definition shall have the meanings given to them in the Standstill Agreement (defined below) or the Transaction Documents.

RECITALS

A. Company and Investor are parties to that certain Standstill Agreement, dated May 14, 2026 (the “Standstill Agreement”), pursuant to which Investor agreed to refrain and forbear from delivering Purchase Notices to Company under any outstanding Pre-Paid Purchases during the Standstill Period, subject to certain exceptions set forth therein.

B. The Pre-Paid Purchases were issued pursuant to that certain Securities Purchase Agreement, dated March 21, 2025, by and between Company and Investor (the “Purchase Agreement” and, together with all other documents entered into in connection therewith, the “Transaction Documents”).

C. Company has issued to Investor Pre-Paid Purchase #5, dated August 14, 2026, in the original principal amount of $108,000.00 (the “Fifth Pre-Paid Purchase”), pursuant to the Purchase Agreement.

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PRE-PAID PURCHASE #5

** **

August 14, 2026	U.S. $108,000.00

FOR VALUE RECEIVED, Arrive AI Inc., a Delaware corporation (“Company”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Investor”), $108,000.00 and any interest, fees, charges, and late fees accrued hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Pre-Paid Purchase #5 (this “Pre-Paid Purchase”), which is issued and made effective as of the date set forth above (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to that certain Securities Purchase Agreement dated March 21, 2025, as the same may be amended from time to time, by and between Company and Investor (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

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