Browse EX-10 agreements

SHARE PURCHASE AGREEMENT

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This Share Purchase Agreement (this “Agreement”) is made and entered into as of 1 May 2026 (the “Effective Date”), by and between FDCTech INC, a corporation organized and existing under the laws of the United States with federal tax identification number 81-1265459 (“Purchaser”), and Raymond Yip, an individual, a holder of a UK passport, with a registered address at 130 Malthouse Lane, Earlswood, Solihull, B94 5SA, United Kingdom (“Seller”), with respect to the acquisition by Purchaser of all of the issued and outstanding shares of Alchemy Markets (Cayman) Ltd, a Cayman Islands exempted company with registration number CO-328910 and CIMA license number 1612590 (the “Company”).

1. Sale and Purchase of Shares

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Restricted Share Unit Grant

GameSquare Holdings, Inc.

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Grantee: Amaree Vichairattanawong

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We are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the current GameSquare Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service to GameSquare. Certain terms of your RSU grant are as follows:

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Restricted Stock Unit Terms

Restricted Stock:	You have been granted 34,875 RSUs of GameSquare.
Grant Date:	September 18, 2026
Vesting Schedule:	The RSUs granted herein shall become vested as follows:

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Exhibit 10.1

Restricted Share Unit Grant

GameSquare Holdings, Inc.

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Grantee: Justin Kenna

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We are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the current GameSquare Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service to GameSquare. Certain terms of your RSU grant are as follows:

Restricted Stock Unit Terms

Restricted Stock:	You have been granted 52,313 RSUs of GameSquare.
Grant Date:	September 18, 2026
Vesting Schedule:	The RSUs granted herein shall become vested as follows:

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Exhibit 10.4

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GAMESQUARE HOLDINGS, INC.

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OPTION AGREEMENT

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This Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant to the current Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:

1. on **September 18, 2026 **(the “Grant Date”);

2. Amaree Vichairattanawong (the “Optionee”);

3. was granted the option to purchase 34,875 common shares (the “Optioned Shares”) of the Company;

4. for the price of US$3.31 per Optioned Share (the “Exercise Price”);

5. exercisable from time to time after vesting up to, but not after, September 17, 2031; and

6. the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following schedule:

	●	100% on the Grant Date

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Exhibit 10.6

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GAMESQUARE HOLDINGS, INC.

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OPTION AGREEMENT

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This Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant to the current Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:

1. on **September 18, 2026 **(the “Grant Date”);

2. Michael Munoz (the “Optionee”);

3. was granted the option to purchase 26,156 common shares (the “Optioned Shares”) of the Company;

4. for the price of US$3.31 per Optioned Share (the “Exercise Price”);

5. exercisable from time to time after vesting up to, but not after, September 17, 2031; and

6. the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following schedule:

	●	100% on the Grant Date

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Restricted Share Unit Grant

GameSquare Holdings, Inc.

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Grantee: Michael Munoz

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We are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the current GameSquare Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service to GameSquare. Certain terms of your RSU grant are as follows:

Restricted Stock Unit Terms

Restricted	Stock: You have been granted 26,156 RSUs of GameSquare.

Grant	Date: September 18, 2026

Vesting	Schedule: The RSUs granted herein shall become vested as follows:

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Exhibit 10.2

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GAMESQUARE HOLDINGS, INC.

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OPTION AGREEMENT

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This Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant to the current Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:

1. on **September 18, 2026 **(the “Grant Date”);

2. Justin Kenna (the “Optionee”);

3. was granted the option to purchase 52,313 common shares (the “Optioned Shares”) of the Company;

4. for the price of US$3.31 per Optioned Share (the “Exercise Price”);

5. exercisable from time to time after vesting up to, but not after, September 17, 2031; and

6. the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following schedule:

	●	100% on the Grant Date

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FIRST AMENDMENT
TO THE
AMC ENTERTAINMENT HOLDINGS, INC.
2024 EQUITY INCENTIVE PLAN

THIS FIRST AMENDMENT (this “Amendment”) is approved as of September 24, 2026, for the purpose of amending that certain AMC Entertainment Holdings, Inc. (the “Company”) 2024 Equity Incentive Plan (the “Plan”), adopted as of June 5, 2024. Capitalized terms used in this Amendment shall have the same meanings given to them in the Plan unless otherwise indicated.

1.    Amendment.

(a)   Section 2.1 of the Plan is hereby amended to read in its entirety as follows:

“2.1 Subject to adjustment in accordance with Section 11, no more than 50,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the “Total Share Reserve”).”

2.     Miscellaneous.

(a)   Except as amended hereby, the Plan remains in full force and effect.

Venu Holding Corporation

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Amended and Restated 2023 Omnibus Incentive Compensation Plan

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(as amended through September 23, 2026)

CONTENTS

Article 1.	Establishment, Objectives and Duration	1
Article 2.	Definitions	1
Article 3.	Administration	6
Article 4.	Shares Subject to the Plan and Maximum Awards and Substituted Awards	8
Article 5.	Eligibility and Participation	10

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** Exhibit 10.1**

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 24, 2026, between Glucotrack, 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”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Shares and the Pre-Funded Warrants (each as defined herein) (collectively, the “Securities”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the Securities of the Company as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

Dawson James Securities, Inc.
2700 N. Military Trail – Suite 100
Boca Raton, FL 33431

September 24, 2026

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between Glucotrack, Inc., a Delaware corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined in Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

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Lock-Up Agreement

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September 24, 2026

Dawson James Securities, Inc.

2700 N. Military Trail – Suite 100

Boca Raton, FL 33431

Ladies and Gentlemen:

The undersigned understands that Dawson James Securities, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with Glucotrack, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities, consisting of shares of the Company’s common stock (“Common Stock” or “Shares”) or pre-funded warrants (in lieu of Shares), each to purchase one Share (“Pre-Funded Warrants” and together with the Shares, the “Securities”).

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