Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 9, 2026 (this “Agreement”), is entered into by and between JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”) and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination (a “Public Right”) to be governed by the Rights Agreement to be entered into between the Company and Continental Stock Tran

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June 11, 2026

 

JAB Acquisition Corp I

270 Sylvan Avenue, Suite 2230

Englewood Cliffs, NJ  07632

 

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 JAB Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the Class A Ordinary Shares”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right). Each Public Right entitles its holder to receive one-fourth (1/4) of one Ordi

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9, 2026 by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. ) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 (the “Ordinary Shares”), one redeemable warrant (the “Warrants”) and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”), upon consummation of the Company’s initial business combination (such initial business combination hereinafter referred to as the “Business Combination”, and such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of t

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 11, 2026, by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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VENU HOLDING CORPORATION

Up to $250,000,000

Shares of Common Stock

 

ATM Sales Agreement

 

June 12, 2026

 

ThinkEquity LLC

17 State Street, 41st Floor

New York, New York 10004

 

Ladies and Gentlemen:

 

Venu Holding Corporation, a Colorado corporation (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows:

 

1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, shares of common stock (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized

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AMENDMENT #7 TO THE PROMISSORY NOTE

ISSUED ON DECEMBER 13, 2022

THIS AMENDMENT #7 to the Note (as defined below) (the “Amendment”) is entered into as of June 9, 2026, and made effective as of April 30, 2026 (the “Effective Date”), by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

 

BACKGROUND

A.

The Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on December 13, 2022, in the original principal amount of $870,000.00 (as amended from time to time, the “Note”); and

 

B.

The Parties entered into that certain pledge agreement on December 28, 2023 (the “Pledge Agreement”); and

 

C.

The Parties desire to amend the Note as set forth expressly below.

 

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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Security Agreement

 

This Security Agreement (this “Agreement”), dated as of March 31, 2026, is executed by Game Your Game, Inc., a Nevada corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).

 

A. Debtor has issued to Secured Party a certain Secured Convertible Promissory Note of even date herewith, as may be amended from time to time, in the original face amount of $1,135,000.00 (the “Note”).

 

B. In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and to grant Secured Party a security interest in the Collateral (as defined below).

 

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees with Secured Party as follows:

 

1. Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:

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GAME YOUR GAME, INC. 2026 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT NOTICE OF RESTRICTED STOCK GRANT

 

Unless otherwise defined herein, the terms defined in the Game Your Game, Inc. 2026 Equity Incentive Plan (as it may be amended from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).

 

 

Participant Name:

 

 

 

 

 

Address:

 

 

The undersigned Participant has been granted the right to receive an Award of Restricted Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

 

Grant Number:

______________________________

 

Date of Grant:

______________________________

 

Vesting Commencement Date:

______________________________

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GUARANTY

 

This GUARANTY, made effective as of December 31, 2025, is given by Nadir Ali, an individual (“Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively “Investor”).

 

PURPOSE

 

A. Game Your Game, Inc., a Delaware company (“Company”), has issued to Investor that certain Secured Promissory Note of even date herewith in the original principal amount of $575,000.00 (the “Note”).

 

B. The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

 

C. Guarantor is a significant stockholder and officer of Borrower and will materially benefit from the credit evidenced by the Note and other financial accommodations granted to Borrower pursuant to the Note.

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of March 31, 2026, is made by Game Your Game, Inc., a Nevada corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

 

A.

Debtor issued to Secured Party a certain Secured Convertible Promissory Note of even date herewith, as may be amended from time to time (the “Note”), pursuant to a certain Securities Purchase Agreement of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

 

B.

In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into that certain Security Agreement of even date herewith by and between Debtor and Secured Party (the “Security Agreement”) and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.

 

C.

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PLEDGE AGREEMENT

 

This Pledge Agreement (this “Agreement”) is entered into as of March 31, 2026, by and between Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”), and Grafiti LLC, a Nevada limited liability company (“Pledgor”).

 

A. Game Your Game, Inc., a Nevada corporation (“Borrower”), has issued to Secured Party that certain Secured Promissory Note of even date herewith in the face amount of $1,135,000.00 (the “Note”).

 

B. The Note was issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Borrower and Secured Party (the “Purchase Agreement”).

 

C. Pledgor hereby desires to pledge pursuant to this Agreement all shares of common stock in Borrower owned by Pledgor which represent not less than sixty percent (60%) of the outstanding shares of common stock of the Borrower, after giving effect to any permitted sale or transfer pursuant to Section 5(a)(vi) (the “Pledged Shares”) as additional collateral under the Note.

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GAME YOUR GAME, INC. 2026 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT

 

Unless otherwise defined herein, the terms defined in the Game Your Game, Inc. (the “Company”) 2026 Equity Incentive Plan (as it may be amended from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).

 

 

Participant Name:

 

 

 

 

 

Address:

 

 

The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

 

Grant Number:

______________________________

 

Date of Grant:

______________________________

 

Vesting Commencement Date:

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