Browse EX-10 agreements

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) hereby amends that certain Employment Agreement effective as of January 28, 2026 (the “Employment Agreement”) between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Charles Nelson (“Executive”).

WHEREAS, Executive currently serves as the Company’s President and Chief Operating Officer;

WHEREAS, the Company desires to promote Executive to the position of Chief Executive Officer, and Executive desires to accept such promotion, effective as of July 1, 2026; and

WHEREAS, the Company and Executive desire to amend the Employment Agreement to reflect Executive’s promotion.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of July 1, 2026 (the “Effective Date”), between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and José Rodriguez (“Executive”) as an amendment and restatement of the Employment Agreement entered between the Company and Executive executed on May 1, 2026 (the “Prior Agreement”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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TENTH AMENDMENT TO Credit agreement AND guaranty

This Tenth Amendment to Credit Agreement and Guaranty (this “Amendment”) is made as of July 3, 2026, by and among BIOXCEL THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders previously entered into that certain Credit Agreement and Guaranty, dated as of April 19, 2022 (including the exhibits and other attachments thereto, as amended as of November 13, 2023, December 5, 2023, February 12, 2024, March 20, 2024, November 21, 2024, December 6, 2024, March 4, 2025, March 12, 2025, April 22, 2025, and March 27, 2026 (the “Existing Credit Agreement”, and as further amended by this Amendment, the “Credit Agreement”);

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AMENDMENT NO. 9 TO**
*FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE **
*AGREEMENT

This Amendment No. 9 to the Fourth Amended and Restated Receivables Purchase Agreement (this “Amendment”) is dated as of July 1, 2026, among Avnet Receivables Corporation, a Delaware corporation (“Seller”), Avnet, Inc., a New York corporation (“Avnet”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each of the entities party hereto identified as a “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), each of the entities party hereto identified as a “Company” (together with any of their respective successors and assigns hereunder, the “Companies”) and Wells Fargo Bank, N.A., as agent for the Purchasers or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”), amending the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 16, 2018 (as amended by Amendment No. 1 thereto

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**ITG PARENT, LLC **

**SECOND AMENDED AND RESTATED **

**LIMITED LIABILITY COMPANY AGREEMENT **

Dated as of July 1, 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND REPURCHASE OPTIONS SET FORTH IN THIS AGREEMENT.

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**TABLE OF CONTENTS **

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**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the ITG, Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), ITG, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the restrictive covenants attached hereto as Exhibit B (the “Restrictive Covenants”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**RESTRICTED STOCK UNIT GRANT NOTICE **

**(Non-Employee Director Award) **

Pursuant to the terms and conditions of the ITG, Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), ITG, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the ITG, Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), ITG, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Performance Restricted Stock Units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the restrictive covenants attached hereto as Exhibit B (the “Restrictive Covenants”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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**TAX RECEIVABLE AGREEMENT **

**by and among **

**ITG, INC., **

**CERTAIN OTHER PERSONS NAMED HEREIN, **

**and **

**THE AGENT **

**DATED AS OF **

**JULY 1, 2026 **

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**TABLE OF CONTENTS **

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**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**ARTICLE I **

**PURPOSE **

The purpose of this ITG, Inc. Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

**ARTICLE II **

**DEFINITIONS **

For purposes of this Plan, the following terms shall have the following meanings:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between FreeCast, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”, and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective exemption from the registration requirements under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

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ARTICLE I.

DEFINITIONS

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June 30, 2026

FreeCast, Inc.

Attn: William A. Mobley, Jr., Chief Executive Officer

6901 TPC Drive, Suite 100

Orlando, Florida 32822

Dear Mr. Mobley:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and FreeCast, Inc., a Florida corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”); and (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”,” and together with the Shares, the “Securities”). The Shares and the Pre-Funded Warrants, along with the Shares underlying the Pre-Funded Warrants, shall be offered and sold in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation

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