Browse EX-10 agreements

**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 30, 2026 (the “Effective Date”), is by and among Veritone, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

***RECITALS ***

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, as shown on Schedule I, an aggregate of 20,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). Shares of Common Stock issued at the Closing (as defined below) are collectively referred to herein as the “Shares” or the “Securities.”

…

Exhibit 10.3

ADMINISTRATION AGREEMENT

This Agreement (“Agreement”) is made as of September 25, 2026 by and between Third Point Private Capital Income Fund, a Delaware statutory trust (the “Fund”), and Third Point Private Capital LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H:

WHEREAS, the Fund is a newly organized, externally managed, non-diversified closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Fund desires to retain the Administrator to provide administrative services to the Fund in the manner and on the terms hereinafter set forth;

WHEREAS, Third Point Private Capital LLC acts as the Fund’s investment adviser (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, as amended from time to time (the “Investment Advisory Agreement”), by and between the Fund and the Adviser; and

…

Exhibit 10.7

PRIVATE PLACEMENT AGENT AGREEMENT

THIS AGREEMENT made as of the 29th day of September, 2026, by and between Third Point Private Capital Income Fund, a Delaware statutory trust (the “Fund”) and Foreside Financial Services, LLC, a Delaware limited liability company (the “Placement Agent”).

WHEREAS, the Fund is a closed-end management investment company that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), and continuously offer its common shares of beneficial interest (the “Shares”);

WHEREAS, the Fund’s board of trustees (the “Board”) will approve this Agreement with respect to the Fund;

WHEREAS, Third Point Private Capital LLC, a Delaware limited liability company, is the investment adviser to the Fund (the “Investment Adviser”);

…

Exhibit 10.10

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of the 29th day of September, 2026, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Congress Street, Massachusetts 02114-2016 (“State Street” or the “Transfer Agent”), and THIRD POINT PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust formed and existing under the laws of the State of Delaware (the “Company”).

WHEREAS, the Company is a closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”)

WHEREAS, the Company may offer common shares of beneficial interest in the Company (“Shares”) from time to time;

WHEREAS, the Company desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment; and

…

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 7th day of August, 2026, by and among Third Point Private Capital Income Fund, a Delaware statutory trust (the “Fund”), and Third Point Private Capital LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Fund expects to retain the Adviser to furnish investment advisory services to the Fund on the terms and conditions set forth in an investment advisory agreement to be entered into by and between the Fund and the Adviser, as may be amended or restated (the “Investment Advisory Agreement”);

…

** **

Exhibit 10.5** **

** **

Third Point Private Capital Income Fund

Subscription Booklet

IN ORDER TO INVEST:

** **

Please email this completed and executed Subscription Booklet to:

Sub-Administrator and Transfer Agent:

State Street Bank and Trust Company

1776 Heritage Drive,

North Quincy MA 02171

Mail Stop: JAB0340

Attention: Transfer Agency

E-mail: thirdpointbdcta_inq@statestreet.com

** **

If you have any questions regarding completion of the Subscription Booklet,

please email thirdpointbdcta_inq@statestreet.com.

Please encrypt any information submitted electronically that contains an individual’s personally identifiable information (for example, Social Security and bank account numbers).

…

Exhibit 10.9

FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [•] day of [•], 2026, by and between Third Point Private Capital Income Fund, a Delaware statutory trust (the “Company”) and a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and [•] (“Indemnitee”).

WHEREAS, at the request of the Company, Indemnitee currently serves as a trustee of the Company who is not an “interested person” of the Company as defined in the Investment Company Act and may, therefore, be subjected to claims, suits or proceedings arising as a result of such service; and

WHEREAS, as an inducement to Indemnitee to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, on the terms and conditions set forth hereunder, to the maximum extent permitted by law; and

…

Exhibit 10.8

DISTRIBUTION REINVESTMENT PLAN

OF

THIRD POINT PRIVATE CAPITAL INCOME FUND

Third Point Private Capital Income Fund, a Delaware statutory trust (the “Fund”), hereby adopts the following Distribution Reinvestment Plan (the “Plan”) with respect to distributions declared by its board of trustees (the “Board”) on its shares of beneficial interest (the “Shares”).

| | |

…

Exhibit 10.11

September 29, 2026

STATE STREET BANK AND TRUST COMPANY 

One Congress Street 

Boston, MA 02214 

Attention: Timothy Bias

**Re: Addition of THIRD POINT CAPITAL INCOME FUND, TP PRIVATE CAPITAL INCOME FUND SPV I (FLCF) LLC, TP PRIVATE CAPTIAL INCOME FUND SPV II (SCF) LLC, TP PCI FUND I LLC, TP PCI FUND II LLC, and TP PCI FUND III LLC (the “New Client(s)”) to that certain Custody Agreement of THIRD POINT PRIVATE CAPITAL PARTNERS and each Client identified on Appendix A attached thereto “Client”]) dated December 26, 2025

Dear Mr. Bias,

…

September 25, 2026

Board of Trustees 

Third Point Private Capital Income Fund 

55 Hudson Yards, 51st Floor 

New York, NY 10001

Re: Waiver of Management Fee

Dear Members of the Board of Trustees:

Reference is hereby made to the Investment Advisory Agreement, dated as of September 25, 2026 (the “Advisory Agreement”), by and between Third Point Private Capital LLC (the “Adviser”) and Third Point Private Capital Income Fund (the “Fund”).

Pursuant to the Advisory Agreement, the Fund pays the Adviser an asset-based fee (the “Management Fee”), payable quarterly in arrears, at an amount equal to an annual rate of 1.25% of the average of the value of the Fund’s net assets as of the end of the applicable calendar quarter and the end of the immediately preceding calendar quarter, appropriately prorated for partial quarters and adjusted for any Share issuances or repurchases during the relevant period.

…

Exhibit 10.1

INVESTMENT ADVISORY AGREEMENT
BETWEEN
Third Point PRivate Capital INCOME FUND
AND
Third Point Private Capital LLC

This Investment Advisory Agreement (this “Agreement”) is made as of September 25, 2026, by and between Third Point Private Capital Income Fund, a Delaware statutory trust (the “Fund”), and Third Point Private Capital LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a newly organized non-diversified, externally managed, closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”);

…

**Third Point Private Capital Income Fund **

Subscription Booklet

* *

Seed Shares

IN ORDER TO INVEST:

** **

Please email this completed and executed Subscription Booklet to:

Sub-Administrator and Transfer Agent:

State Street Bank and Trust Company

1776 Heritage Drive,

North Quincy MA 02171

Mail Stop: JAB0340

Attention: Transfer Agency

E-mail: thirdpointbdcta_inq@statestreet.com

** **

If you have any questions regarding completion of the Subscription Booklet,

please email thirdpointbdcta_inq@statestreet.com.

Please encrypt any information submitted electronically that contains an individual’s personally identifiable
information (for example, Social Security and bank account numbers).

…