Browse EX-10 agreements

FORM OF

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2026, by and between APPLIFE DIGITAL SOLUTIONS, INC., a Nevada corporation, with headquarters located at 701 Anacapa Street, Suite C, Santa Barbara, CA 93101 (the “Company”), and [INVESTOR], a limited liability company, with its address at [__________________], [____], [________________] (the “Buyer”).

WHEREAS:

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); 

B.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 6% convertible redeemable note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $170,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall contain an original issue discount of $17,000.00, such that the purchase price of the Note shall be $153,000.00. 

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AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT

This Amendment No. 2 to Securities Purchase Agreement (this “Amendment No. 2”), dated effective August 6, 2026 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), on the one hand, and GHS Investments, LLC, a Nevada limited liability company (“GHS” or the “Purchaser”), on the other hand. The Company and GHS will be referred to individually as a “Party” and collectively as the “Parties.” Reference is made to (i) that certain Securities Purchase Agreement dated March 6, 2026 between the Company and GHS (the “Original Agreement”), and (ii) Amendment No. 1 to Securities Purchase Agreement dated effective June 12, 2026 between the Company and GHS (“Amendment No. 1”). The Original Agreement, as amended by Amendment No. 1 and as further amended by this Amendment No. 2, is referred to herein as the “Agreement.” Any capitalized terms not defined in this Amendment No. 2 will have the meaning set forth in the Agreement.

RECITALS

WHEREAS, the Company and GHS entered into the Original Agreement, pursuant to which GHS agreed to purchase certain securities of the Company, and subsequently entered into Amendment No. 1, which amended the definitions of “Closing” and “Preferred Stock” and Section 2.1 of the Original Agreement;

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SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

STARWOOD REIT OPERATING PARTNERSHIP, L.P.

A DELAWARE LIMITED PARTNERSHIP

AUGUST 11, 2026

DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT LEGAL/51633847v2

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TABLE OF CONTENTS

Page

Article 1 DEFINED TERMS		1
1.1.	Definitions	1
1.2.	Interpretation	9
Article 2 PARTNERSHIP FORMATION AND IDENTIFICATION		9

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THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

AMONG

STARWOOD REAL ESTATE INCOME TRUST, INC.,

STARWOOD REIT OPERATING PARTNERSHIP, L.P.,

AND

STARWOOD REIT ADVISORS, L.L.C.

DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT LEGAL/51633849v2

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TABLE OF CONTENTS

1.	DEFINITIONS.	1
2.	APPOINTMENT.	6
3.	DUTIES OF THE ADVISOR.	6
4.	AUTHORITY OF THE ADVISOR.	9
5.	BANK ACCOUNTS.	10
6.	RECORDS; ACCESS.	10
7.	LIMITATIONS ON ACTIVITIES.	11
8.	OTHER ACTIVITIES OF THE ADVISOR.	11
9.	DIRECTORS AND OFFICERS.	13
10.	MANAGEMENT FEE.	13
11.	EXPENSES.	14
12.	OTHER SERVICES.	17
13.	REIMBURSEMENT TO THE ADVISOR.	17

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EXHIBIT 10.5

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

HONDA AUTO RECEIVABLES 2026-3 OWNER TRUST,
as Issuer,

AMERICAN HONDA FINANCE CORPORATION,
as Sponsor and Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer

Dated as of August 12, 2026

Table of Contents

		Page
ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1	Usage and Definitions	1

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AMERICAN HONDA RECEIVABLES LLC,
as Depositor,

THE BANK OF NEW YORK MELLON,
as Owner Trustee

and

BNY MELLON TRUST OF DELAWARE,
as Delaware Trustee

_______________________________

AMENDED AND RESTATED
TRUST AGREEMENT

Dated August 12, 2026

_______________________________

Table of Contents

Page

Article I
DEFINITIONS
Section 1.01.	General Definitions	1
Section 1.02.	Other Definitional Provisions	1
Section 1.03.	Interpretive Provisions.	1
Article II
ORGANIZATION

…

HONDA AUTO RECEIVABLES 2026-3 OWNER TRUST,
as Issuer,

AMERICAN HONDA FINANCE CORPORATION,
as Sponsor and Administrator,

AMERICAN HONDA RECEIVABLES LLC,
as Depositor,

and

CITIBANK, N.A.,
as Indenture Trustee

ADMINISTRATION AGREEMENT

Dated August 12, 2026

Table of Contents

Page

Section 1.01	Capitalized Terms; Interpretive Provisions.	2
Section 1.02	Duties of the Administrator.	2
Section 1.03	Records	9
Section 1.04	Compensation	9
Section 1.05	Additional Information to be Furnished to the Issuer	9
Section 1.06	Independence of the Administrator	9
Section 1.07	No Joint Venture	9
Section 1.08	Other Activities of Administrator	9
Section 1.09	Term of Agreement; Resignation and Removal of Administrator	9
Section 1.10	Action Upon Termination, Resignation or Removal	11
Section 1.11	Notices	11
Section 1.12	Amendments	11

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EXHIBIT 10.2

HONDA AUTO RECEIVABLES 2026-3 OWNER TRUST,
as Issuer,

AMERICAN HONDA RECEIVABLES LLC,
as Seller,

and

AMERICAN HONDA FINANCE CORPORATION,
as Servicer, RPA Seller and Sponsor

SALE AND SERVICING AGREEMENT

Dated August 12, 2026

Table of Contents

		Page
Article I DefinitionS		1
Section 1.01	General Definitions	1
Section 1.02	Other Definitional Provisions	1
Article II CONVEYANCE OF RECEIVABLES; CUSTODY OF RECEIVABLES FILES		1

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EXHIBIT 10.1

AMERICAN HONDA FINANCE CORPORATION,
as RPA Seller,

and

AMERICAN HONDA RECEIVABLES LLC,
as Purchaser

RECEIVABLES PURCHASE AGREEMENT

Dated August 12, 2026

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Other Definitional Provisions	1

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EXECUTION VERSION

SIXTH AMENDMENT TO

***REVOLVING CREDIT AND SECURITY AGREEMENT AND OMINIBUS ***

***AMENDMENT TO FACILITY DOCUMENTS ***

THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of August 6, 2026 (this “Amendment”), is made pursuant to that certain Revolving Credit and Security Agreement, dated as of October 30, 2020 (as amended by that certain (i) First Amendment to Revolving Credit and Security Agreement and Omnibus Amendment to Facility Documents, dated as of July 1, 2021, (ii) Second Amendment to Revolving Credit and Security Agreement, dated as of May 10, 2022, (iii) Third Amendment to Revolving Credit and Security Agreement, dated as of October 20, 2022, (iv) Fourth Amendment to Revolving Credit and Security Agreement, dated as of August 21, 2024, and (v) Fifth Amendment to Revolving Credit and Security Agreement, dated as of July 14, 2025 and as may be further amended, restated, amended and restated, modified or supplemented from time to time, the “Agreement”), among CAPITALA BUSINESS LENDING, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); MOUNT LOGAN MANAGEMENT LLC, a Delaware limited liability company, as the collateral manager (in such capacity, together with its permitted successors and assigns, the “Exiting Collateral Manager”); the LENDERS from time to time party hereto; KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE
REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

Contract No:

Date of Signing: September 29, 2025

Party A:

Address:  

Company registration number: 

Party B:

Address:  

Company registration number: 

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

…

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE
REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

Contract No.:

Date of Signing: September 21, 2025

Party A:

Company registration number: 

Party B:

Company registration number: 

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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