Browse EX-10 agreements

MASTER LEASE AGREEMENT

*Certain portions of this agreement (including the exhibits) have been redacted in accordance with Item 6.01 (b)(10) of Regulations S-K. This information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

“[***]” indicates that information has been redacted.

THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of [***], 2026 (the “Effective Date”), by and between [***] (“Lessor”), whose address is [***], and EQUIPMENTSHARE.COM INC, a Texas corporation, its successors and/or assigns (“Lessee”), whose address is 5710 Bull Run Dr. Columbia, MO 65201. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

In consideration of the mutual covenants and agreements herein contained, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I

BASIC LEASE TERMS

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Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of April 15, 2026, is entered into by and among EQUIPMENTSHARE.COM INC, a Texas corporation (“Parent Borrower”), the Lenders (as defined in the below-defined Credit Agreement) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (each as defined in the below-defined Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, “Agent”), and in light of the following:

W I T N E S S E T H

WHEREAS, Parent Borrower, Agent, and the Lenders are parties to that certain Credit Agreement, dated as of November 26, 2025 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment, is referred to herein as the “Credit Agreement”);

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FORM OF

INDEPENDENT DIRECTOR

RESTRICTED UNIT AWARD AGREEMENT

THIS AGREEMENT (the “Agreement”), is made effective as of the __ day of __________, 20__, (the “Effective Date”), between CVC-PE Global Private Equity Fund, LP, a Delaware limited partnership (the “Fund”), and ___________ (the “Participant”):

R E C I T A L S:

WHEREAS, the General Partner (as defined below) has determined that it would be in the best interests of the Fund and its unitholders to grant the restricted unit award provided for herein (the “Restricted Unit Award”) to the Participant as of the Date of Grant (as defined below) covering a number of unit interests in the Fund (“Units”) pursuant to the terms set forth herein, subject to the Participant’s continued service on the Board (as defined below).

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

Definitions. The following definitions shall be applicable throughout the Agreement:

(a)

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator,

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor,

and

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

ADMINISTRATION AGREEMENT   Dated as of May 1, 2026

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TABLE OF CONTENTS

Page

Section 1.01.	Capitalized Terms; Interpretive Provisions	1
Section 1.02.	Duties of the Administrator	2
Section 1.03.	Records	8
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	10
Section 1.11.	Notices	10
Section 1.12.	Amendments	11

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator,

and

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

ASSET REPRESENTATIONS REVIEW AGREEMENT Dated as of May 1, 2026

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TABLE OF CONTENTS

Page

ARTICLE One DEFINITIONS
Section 1.01.   Capitalized Terms; Rules of Usage	1
ARTICLE Two ENGAGEMENT; ACCEPTANCE
Section 2.01.   Engagement; Acceptance	3
Section 2.02.   Confirmation of Status	3
ARTICLE Three ASSET REPRESENTATIONS REVIEW PROCESS
Section 3.01.   Review Notices and Identification of Review Assets	3
Section 3.02.   Review Materials	4
Section 3.03.   Performance of Reviews	4
Section 3.04.   Review Report	5
Section 3.05.   Review Representatives	5
Section 3.06.   Dispute Resolution	5
Section 3.07.   Limitations on Review Obligations	6
ARTICLE Four ASSET REPRESENTATIONS REVIEWER

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller,

and

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Purchaser

RECEIVABLES PURCHASE AGREEMENT

Dated as of May 1, 2026

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TABLE OF CONTENTS

		Page
	ARTICLE ONE
	DEFINITIONS
Section 1.01.	Capitalized Terms; Rules of Usage	1
	ARTICLE TWO
	CONVEYANCE OF RECEIVABLES
Section 2.01.	Sale and Conveyance of Receivables	2
Section 2.02.	Receivables Purchase Price; Payments on the Receivables	3
Section 2.03.	Transfer of Receivables	4
Section 2.04.	Examination of Receivable Files	4
	ARTICLE THREE
	REPRESENTATIONS AND WARRANTIES
Section 3.01.	Representations and Warranties of the Purchaser	5
Section 3.02.	Representations and Warranties of the Seller	6
Section 3.03.	Representations and Warranties as to the Receivables	7

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor,

and

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller and as Servicer

SALE AND SERVICING AGREEMENT

Dated as of May 1, 2026

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TABLE OF CONTENTS

Page

ARTICLE One DEFINITIONS
Section 1.01.         Capitalized Terms; Rules of Usage	1
ARTICLE Two CONVEYANCE OF TRUST PROPERTY
Section 2.01.         Conveyance of Trust Property	1
Section 2.02.         Representations and Warranties of the Seller as to the Receivables	3
Section 2.03.         Representations and Warranties of the Depositor as to the Receivables	3
Section 2.04.         Representations and Warranties as to Security Interests	4
Section 2.05.         Repurchase of Receivables Upon Breach	5
Section 2.06.         Custody of Receivable Files	6
Section 2.07.         Duties of Servicer as Custodian	6
Section 2.08.         Instructions; Authority to Act	7

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EXECUTION VERSION

THIRD AMENDMENT AGREEMENT dated as of May 13, 2026 (this “Amendment Agreement”), among LEVEL 3 PARENT, LLC (“Holdings”); LEVEL 3 FINANCING, INC., as Borrower (the “Borrower”); the LENDERS party hereto; WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Existing Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Existing Collateral Agent”); and BANK OF AMERICA, N.A., as successor administrative agent (in such capacity, the “Successor Administrative Agent”), to the Credit Agreement dated as of March 22, 2024 (as amended by that certain First Amendment Agreement, dated as of March 27, 2025, that certain Second Amendment Agreement, dated as of September 29, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) among Holdings, the Borrower, the LENDERS party thereto, the Existing Administrative Agent and the Existing Collateral Agent.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-290458 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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[●], 2026

Energy Transition Special Opportunities

71 Orchard Pl, Unit 1

Greenwich, CT, 06830

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),

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LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is entered into as of April 1, 2026, by and between Cheetah Net Supply Chain Service Inc., a North Carolina corporation (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

RECITALS

Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan amounts described below.

NOW, THEREFORE, Lender and Borrower agree as follows:

1.	LOAN

1.1****Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal amount of Five Hundred Thousand Dollars ($500,000) (the “Loan”).

*1.2***Interest.**Except as provided in Section 1.4, the Loan shall bear interest at an annual rate of 5%, calculated on the basis of a 360-day year for the actual number of days for which interest is calculated..

1.3****Payment Schedule. The Borrower shall repay the Loan and the Interest in a single lump sum on the date twelve months after the Lender has disbursed the Loan (the "Maturity Date").

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Exhibit 10.12

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is entered into as of April 27, 2026, by and between Cheetah Net Supply Chain Service Inc., a North Carolina corporation (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

RECITALS

Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan amounts described below.

NOW, THEREFORE, Lender and Borrower agree as follows:

1.LOAN

1.1****Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal amount of Five Million Dollars ($5,000,000) (the “Loan”).

1.2****Interest. Except as provided in Section 1.4, the Loan shall bear interest at an annual rate of 5%, calculated on the basis of a 360-day year for the actual number of days for which interest is calculated.

1.3****Term and Payment Schedule.

	a)	Term: The initial term of the Loan shall be twelve (12) months from the date of disbursement (the “Initial Maturity Date”).

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