Browse EX-10 agreements

March 13, 2026

Andrew Parrott

[***]

Via electronic mail

Dear Andrew:

On behalf of ITG Communications, LLC (the “Company”) and Integrated Tech Group, LLC (the “Employer”), I am pleased to offer you employment with the Employer pursuant to the terms specified in this letter (this “Letter”).

Below, please find the terms and conditions of your employment and compensation package.

	•		Position/Reporting. Your position will be Chief Executive Officer of the Company, reporting directly to the Executive Chairman of the Company or, if there is none, the board of managers (the “Board”) of ITG Parent, LLC (“Parent”).

	•		Start Date. Your start date will be April 15, 2026 or such earlier date agreed upon between you and the Company. The period during which you are employed by the Employer pursuant to this Letter is referred to as the “Term.”

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RESTRICTIVE COVENANT AGREEMENT

This Restrictive Covenant Agreement (this “Agreement”) is entered into by and between ITG Communications, LLC (the “Company”) and the undersigned individual (“Executive”).

WHEREAS, the Company has expended significant time, money and effort acquiring and developing Confidential Information; developing and designing its products, services and business models; and establishing, developing and maintaining goodwill and business relationships with its customers and employees; all of which Executive agrees are valuable assets of the Company to which it has devoted substantial resources; and

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February 27, 2026

Christopher Mecray

[***]

[***]

Via electronic mail

Dear Chris:

On behalf of ITG Communications, LLC (the “Company”) and Integrated Tech Group, LLC (the “Employer”), I am pleased to offer you employment with the Employer pursuant to the terms specified in this letter (this “Letter”).

Below, please find the terms and conditions of your employment and compensation package.

	•		Position/Reporting. Your position will be Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company.

	•		Start Date. Your start date will be March 16, 2026 or such earlier date agreed upon between you and the Company. The period during which you are employed by the Employer pursuant to this Letter is referred to as the “Term.”

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ITG Parent, LLC

c/o Oaktree Capital Management, L.P.

11611 San Vicente Blvd., Suite 700

Los Angeles, CA 90049

December 29, 2021

Peter Giacalone

[***]

[***]

Dear Mr. Giacalone:

Reference is made to that certain Contribution Agreement, dated as of the date hereof, by and among ITG Parent, LLC, a Delaware limited liability company (“Parent”), and each of Michael Brooks, Michael Lind, Christy Adkins, Peter Giacalone, Christopher Perkins, Troy McClendon, Chris Cowart, Guilherme Elias, Jerry Taylor and Tracey Giacalone (collectively, the “Sellers”) (as amended from time to time, the “Contribution Agreement”). Certain capitalized terms used herein are defined in Section 2 below, and all other capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution Agreement.

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December 14, 2021

RE: Offer of Employment

Dear Joel Rivas

It is a pleasure to offer you the position of Chief Financial Officer (CFO) with ITG Communications. This is a salaried, exempt-level position reporting to Peter Giacalone. You will be paid an annual salary of $225,000 paid bi-weekly in accordance with the ITG payroll schedule. This offer may be contingent upon successful completion of pre-employment drug screening and background. The expected start date is January****2, 2022.

Your employment with ITG is at-will and either party can terminate the employment at any time with or without cause and with or without notice. As part of your New Hire Orientation, you will be required to sign the Company’s standard Intellectual Property, Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”). You will also be given a copy of the Company’s Associate Handbook and asked to sign and acknowledge that you have received and read a copy of the Handbook.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), Integrated Tech Group, LLC, a Delaware limited liability company (“Employer”), and Michael Brooks (“Employee”) effective as of December 30, 2021 (the “Effective Date”).

1. Employment. During the Employment Period (as defined in Section 4), the Employer shall employ Employee, and Employee shall continue to serve, as Chief Executive Officer of the Company and in such other position or positions as may be assigned from time to time by the Company, Employer or the board of managers (the “Board”) of ITG Parent, LLC, a Delaware limited liability company and parent of the Company (the “Parent”).

2. Duties and Responsibilities of Employee.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), Integrated Tech Group, LLC, a Delaware limited liability company (“Employer”), and Guilherme Elias (“Employee”) effective as of December 30, 2021 (the “Effective Date”).

1. Employment. During the Employment Period (as defined in Section 4), the Employer shall employ Employee, and Employee shall continue to serve, as Chief Operating Officer of the Company and in such other position or positions as may be assigned from time to time by the Company, Employer or the board of managers (the “Board”) of ITG Parent, LLC, a Delaware limited liability company and parent of the Company (the “Parent”).

2. Duties and Responsibilities of Employee.

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ITG PROTECTIVE COVENANTS AGREEMENT

This Protective Covenants Agreement (“Agreement”) is entered into by and between the individual identified in the signature block below as the Employee (“Employee”, “I”, or “me”) and ITG Communications, LLC (“ITG”) on behalf of and for the benefit of ITG and any Affiliate (defined below) that I become employed with or perform services for or that otherwise has a protectable interest covered by this Agreement (the “Company”), collectively the “Parties.”

As a condition of my employment, and in exchange for good and valuable consideration that includes my employment or continued employment, access to a portion of the Company’s Confidential Information (defined below), and such other consideration as may be provided for in this Agreement or provided to me as a consequence of this Agreement, the sufficiency of which I acknowledge, and subject to any state-specific modification under Appendix A that may apply to me based upon my Controlling State (defined below), the Parties as follows:

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SECOND ADDENDUM TO OFFER LETTER

This Second Addendum to Offer Letter (this “Addendum”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), and Joel Rivas (“Employee”) effective as of June 4, 2026.

WHEREAS, the Company and Employee previously entered into that certain offer letter dated as of December 14, 2021 (as amended by the Addendum to Offer of Employment dated as of April 2, 2024, the “Offer Letter”); and

WHEREAS, the Company and Employee desire to enter into this Addendum to amend certain terms of the Offer Letter.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

	1.	The first sentence of the first paragraph of the Offer Letter is hereby deleted in its entirety and replaced with the following:

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Employee Agreement Not to Compete

This agreement made and entered into on the 2nd day of January 2022 by and between ITG Communications, LLC a Tennessee corporation (“ITG”), and Joel Rivas, (“You/your”),

WHEREAS, you are being employed in a full-time capacity for ITG, and in that capacity will have access to customer lists and other confidential information of ITG.

WHEREAS, ITG is willing to make a hiring investment, and to provide Employee access to such information, but only if ITG and ITG’s Clients have protection against Employee using such information to the disadvantage of ITG or ITG’s Client as either a current or past employee.

NOW, THEREFORE, in consideration of the premises, it is agreed that:

	•		Employee will not operate any type of separate company or participate in a competitive effort that in any way competes with ITG and its normal business operations while employed and 12-months thereafter.

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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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AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), Integrated Tech Group, LLC, a Delaware limited liability company (“Employer”), and Michael Brooks (“Employee”) effective as of June 4, 2026.

WHEREAS, the Company, Employer and Employee previously entered into that certain Employment Agreement effective as of December 30, 2021 (the “Employment Agreement”); and

WHEREAS, the Company, Employer and Employee desire to enter into this Amendment to amend certain terms of the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

	1.	Section 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

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