Browse EX-10 agreements

FORM OF RECEIVABLES PURCHASE AGREEMENT

between

BMW BANK OF NORTH AMERICA,

as Seller,

and

BMW FS SECURITIES LLC,

as Depositor

Dated as of August 19, 2026

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TABLE OF CONTENTS

PAGE

ARTICLE I	CERTAIN DEFINITIONS	1
ARTICLE II	CONVEYANCE OF RECEIVABLES	3
SECTION 2.01	Conveyance of Receivables	3
SECTION 2.02	The Closing	4
ARTICLE III	REPRESENTATIONS AND WARRANTIES	4
SECTION 3.01	Representations and Warranties of the Depositor	4
SECTION 3.02	Representations and Warranties of the Seller	6
SECTION 3.03	Perfection Representations, Warranties and Covenants	12
ARTICLE IV	CONDITIONS	12

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FORM OF RECEIVABLES PURCHASE AGREEMENT

between

BMW FINANCIAL SERVICES NA, LLC,

as Seller,

and

BMW FS SECURITIES LLC,

as Depositor

Dated as of August 19, 2026

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TABLE OF CONTENTS

PAGE

ARTICLE I        CERTAIN DEFINITIONS	1
ARTICLE II       CONVEYANCE OF RECEIVABLES	3
SECTION 2.01 Conveyance of Receivables.	3
SECTION 2.02 The Closing.	4
ARTICLE III      REPRESENTATIONS AND WARRANTIES	4
SECTION 3.01 Representations and Warranties of the Depositor.	4
SECTION 3.02 Representations and Warranties of the Seller.	6
SECTION 3.03 Perfection Representations, Warranties and Covenants.	12
ARTICLE IV      CONDITIONS	12

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FORM OF 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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FORM OF 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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FORM OF 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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To: Natalie Russell, CFO

August 12, 2026

Dear Natalie,

Congratulations!

We are thrilled to let you know that you have been given a salary increase. Below details what is changing from your current role. All the other terms and conditions of your employment remain unchanged.

Current Salary:          $250,000

New Salary:                   $300,000

Effective Date:          August 1, 2026

We appreciate all your hard work and dedication to Cyngn. We look forward to seeing all you will continue to accomplish.

Sincerely,

Emily McNamara
Senior Director, Operations & Human Resources

Employee Acknowledgement:

Employee Signature: /s/Natalie Russell                                    Date: 8/12/2026

CC:          Lior Tal, CEO

Human Resources

COMMITMENT INCREASE SUPPLEMENT

April 30, 2026

The Bank of Nova Scotia as Administrative Agent

250 Vesey Street, 24th Floor New York, New York 10281 Attention: U.S. Fund Finance

Email: usfundfinance@scotiabank.com

Re: John Hancock Comvest Private Income Fund (the “Company”) Ladies and Gentlemen:

We refer to that certain Senior Secured Revolving Credit Agreement, dated as of December 2, 2025 (as amended, restated, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this Response Letter (as defined below) and not otherwise defined have the meanings for such terms set forth in the Credit Agreement), by and among the Company, the Lenders and Issuing Banks from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”).

Pursuant to Section 2.08(e) of the Credit Agreement, we deliver this response (this “Response Letter”) to confirm that each of the Company and Pinnacle Bank, a Tennessee Bank, d/b/a Synovus Bank (the “Assuming Lender”) agrees that, effective upon the satisfaction of the conditions set forth in Sections 2.08(e)(i) and (ii) of the Credit Agreement (the “CommitmentIncrease Date”), the Assuming Lender will (and does hereby) become a “Lender” under and for all purposes of the Credit Agreement with a Multicurrency Commitment equal to $75,000,0001. Without limiting the foregoing, the Assuming Lender hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a

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AMENDMENT NO. 1 TO THE

BINAH CAPITAL GROUP, INC. 2024 EQUITY INCENTIVE PLAN

THIS AMENDMENT NO. 1 (the “Amendment”) to the Binah Capital Group, Inc. 2024 Equity Incentive Plan (the “Plan”) is adopted as of June 12, 2026, subject to and effective upon the approval of the shareholders at the 2026 annual meeting.

WITNESSETH:

WHEREAS, Binah Capital Group, Inc. (the “Company”) maintains the Plan, and the Plan is currently in effect; and

WHEREAS, Section 17 of the Plan authorizes the Committee (as defined in the Plan) to amend the Plan for certain purposes, subject to shareholder approval as required under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Stock (as defined in the Plan) may then be listed or quoted; and

WHEREAS, the Committee desires to amend the Plan to increase the aggregate number of shares authorized for issuance in connection with awards granted under the Plan by an additional 2,650,000 shares, to an aggregate of 4,729,671 shares of Stock (the “Base Reserve”) and to establish that the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options (as defined in the Plan) shall not exceed a number of shares equal to three times the Base Reserve.

NOW, THEREFORE, the Plan is amended as follows, subject to and effective upon the approval of the shareholders at the 2026 annual meeting:

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 13, 2026, is by and between Forbright Bank (the “Employer”) and Kenneth Elias (the “Executive”). The Employer and the Executive may be referred to individually as a “Party” and collectively as the “Parties.”

NOW THEREFORE, in consideration of the foregoing and the mutual promises contained in this Agreement, the receipt and adequacy of which are acknowledged, the Parties agree to the following:

1.Employment. Upon the terms and subject to the conditions of this Agreement, the Employer employs the Executive, and the Executive accepts employment. This Agreement shall be effective as of August 13, 2026 (the “Effective Date”).

2.Term; Dates. The term of the Executive’s employment under this Agreement shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date, unless earlier terminated in accordance with this Agreement, provided that the term will automatically renew for successive one (1) year periods unless one Party gives the other Party written notice of its intent not to renew at least sixty (60) days prior to any then-existing expiration date (the “Term”). The termination of the Executive’s employment at the conclusion of the Term due to the Employer’s non-renewal shall be treated as a termination without Cause for purposes of this Agreement; the termination of the Executive’s employment at the conclusion of the Term due to the Executive’s non-renewal shall be treated as a resignation without Good Reason for purposes of this Agreement.

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1 FOURTH AMENDMENT TO TERM LOAN AGREEMENT This Fourth Amendment to Term Loan Agreement (this “Amendment”) is entered into as August 12, 2026 (the “Effective Date”), by and among Nauticus Robotics, Inc. (“Company”) and the undersigned Lenders (“Lenders”). Company and Lenders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. A. The Parties are party to that Senior Secured Term Loan Agreement, dated as of September 18, 2023 by and among the Company, ATW Special Situations Management LLC, as collateral agent, and the lenders (including the Lenders) from time to time party thereto (as amended, restated, amended and restated, restructured, supplemented, waived and/or otherwise modified from time to time, the “Loan Agreement”); B. The Conversion Price under the Loan Agreement has been adjusted as provided in the Loan Agreement to account for the reverse stock splits effective July 18, 2024, September 5, 2025 and April 21, 2026, respectively, and the Conversion Price is $15,552.00 as of the date hereof; C. Pursuant to Section 25(c) of the Loan Agreement, the Loan Agreement may be amended with the written consent of the Company and the Required Lenders (as defined in the Loan Agreement), and any amendment reducing the Conversion Price shall only be effective with respect to the Loan made by any lender with the written consent of such lender; and D. The Parties have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to reduce the Conversion Price for a limited period of time on and subject

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Appendix A

AMERICAN SHARED HOSPITAL SERVICES

INCENTIVE COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE JUNE 24, 2026

ARTICLE ONE

GENERAL PROVISIONS

	I.	PURPOSE OF THE PLAN

This Incentive Compensation Plan is intended to promote the interests of American Shared Hospital Services, a California corporation, by providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.

Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

	II.	STRUCTURE OF THE PLAN

A.    The Plan shall be divided into four separate equity incentive programs:

-    the Discretionary Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock,

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NOTICE OF STOCK BONUS AWARD

VOLITIONRX LIMITED

2026 STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the VolitionRx Limited (the “Company”) 2026 Stock Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Bonus Award (the “Notice”) and the attached Stock Bonus Award Agreement (the “Stock Bonus Agreement”).  You have been granted an award of Shares under the Plan (the “Stock Bonus Award”) subject to the terms and conditions of the Plan, this Notice and the attached Stock Bonus Agreement.

Name: *                                                                           *
Address: *                                                                        *
Number of Shares: *                                                     *

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