Browse EX-10 agreements

SALE AND SERVICING AGREEMENT

among

NISSAN AUTO RECEIVABLES 2026-B OWNER TRUST,

as Issuer,

NISSAN AUTO RECEIVABLES COMPANY II LLC,

as Seller,

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Servicer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

Dated as of September 30, 2026

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**TABLE OF CONTENTS **

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ASSET REPRESENTATIONS REVIEW AGREEMENT

among

NISSAN AUTO RECEIVABLES 2026-B OWNER TRUST,

as Issuer

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Sponsor and Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of September 30, 2026

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**TABLE OF CONTENTS **

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**SECURITIES ACCOUNT CONTROL AGREEMENT **

among

**NISSAN AUTO RECEIVABLES 2026-B OWNER TRUST, **

as Issuer,

**NISSAN MOTOR ACCEPTANCE COMPANY LLC, **

as Servicer,

**U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, **

in its capacity as Indenture Trustee, as Secured Party

and

**U.S. BANK NATIONAL ASSOCIATION, **

as Securities Intermediary

Dated as of September 30, 2026

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**NISSAN AUTO RECEIVABLES 2026-B OWNER TRUST **

**AMENDED AND RESTATED TRUST AGREEMENT **

between

**NISSAN AUTO RECEIVABLES COMPANY II LLC, **

as Depositor,

**WILMINGTON TRUST, NATIONAL ASSOCIATION, **

as Owner Trustee

and

**U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, **

as Certificate Registrar and Certificate Paying Agent

Dated as of September 30, 2026

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**TABLE OF CONTENTS **

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ARTICLE I DEFINITIONS			1

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**EXECUTION VERSION **

Published CUSIP Number: 57163JAQ4

Published Revolver CUSIP Number: 57163JAR2

U.S. $5,000,000,000

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 23, 2026

among

MARRIOTT INTERNATIONAL, INC.

THE BANKS NAMED HEREIN

THE ISSUING BANKS NAMED HEREIN

BANK OF AMERICA, N.A.,

as Administrative Agent

BOFA SECURITIES, INC.

JPMORGAN CHASE BANK, N.A.

DEUTSCHE BANK SECURITIES INC.

WELLS FARGO SECURITIES, LLC

THE BANK OF NOVA SCOTIA

and

CITIBANK, N.A.,

as Joint Bookrunners

BOFA SECURITIES, INC.

JPMORGAN CHASE BANK, N.A.

DEUTSCHE BANK SECURITIES INC.

WELLS FARGO SECURITIES, LLC

THE BANK OF NOVA SCOTIA

CITIBANK, N.A.

U.S. BANK NATIONAL ASSOCIATION

FIFTH THIRD BANK, NATIONAL ASSOCIATION

TRUIST SECURITIES, INC.

HSBC BANK USA, NATIONAL ASSOCIATION

PNC BANK, NATIONAL ASSOCIATION

and

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

as Joint Lead Arrangers

JPMORGAN CHASE BANK, N.A.

DEUTSCHE BANK SECURITIES INC.

WELLS FARGO BANK, NATIONAL ASSOCIATION

THE BANK OF NOVA SCOTIA

and

CITIBANK, N.A.,

as Syndication Agents

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STANDBY EQUITY PURCHASE AGREEMENT

Vesicor Therapeutics Holdings, Inc.

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 22, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands Exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), Black Hawk Acquisition Corporation, a Cayman Islands exempted company (“BKHA”), and VESICOR THERAPEUTICS, INC., a California corporation (the “Target”). In connection with the transactions contemplated by the Business Combination Agreement, (i) BKHA will de-register as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and, in connection with the Domestication, will change its name to Vesicor Therapeutics Holdings, Inc.; and (ii) the Target will become a wholly-owned subsidiary of BKHA pursuant to the Business Combination Agreement. The term “Company” refers to BKHA as a single and continuous legal entity, both before and after the Domestication

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NON-REDEMPTION AGREEMENT

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September 22, 2026, is made by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defined below).

WHEREAS, the Company is a special purpose acquisition company whose Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BKHA”, whose rights, each entitling the holder thereof to receive one Ordinary Share (“Rights”), trade under the symbol “BKHAR”, and whose units, each consisting of one Ordinary Share and one-fifth of one Right, trade under the symbol “BKHAU”, among other securities of the Company;

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Date:	September 22, 2026

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2026, by and among Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company1”) and the undersigned subscriber (“Subscriber”).

WHEREAS, in connection with the Business Combination Agreement, dated as of April 26, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), the Company, BH Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Vesicor Therapeutics, Inc., a California corporation (which will change its jurisdiction of incorporation to the State of Delaware one (1) business day prior to the Closing) (the “Target”), are entering into transactions (the “Transactions”), pursuant to which (i) the Company will de-register as a Cayman Islands exempted company and domesticate as a Delaware corporation, and in connection therewith will change its name to “Vesicor Therapeutics Holdings, Inc.” (“PubCo”) (the

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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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. 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.

VESICOR THERAPEUTICS HOLDINGS, INC.

Convertible Promissory Note

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 22, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), and BLACK HAWK ACQUISITION CORPORATION, a Cayman Islands exempted company (“BKHA”). In connection with the transactions contemplated by the Business Combination Agreement, BKHA will de-register as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and, in connection with the Domestication, will change its name to Vesicor Therapeutics Holdings, Inc. The term “Company” refers to BKHA as a single and continuous legal entity, both before and after the Domestication and the closing of the Business Combination; for the avoidance of doubt, from and after the Domestication, BKHA will be known as Vesicor Therapeutics Holdings, Inc., and all references herein to the “Company” shall be deemed to refer to

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Exhibit 10.1

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of September 21, 2026, by and among DEVVSTREAM CORP., an Alberta corporation (“DEVS”), EEME ENERGY SPV I LLC, a Wyoming limited liability company (“EEME”) and SOUTHERN ENERGY RENEWABLES, INC., a Louisiana corporation (“Southern”). DEVS, EEME and Southern are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

A.	On June 30, 2026, the Parties entered into that certain Securities Purchase Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”).

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