Browse EX-10 agreements

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of January 26, 2026, by and among Lottery.com Inc., a Delaware corporation (the “Company”) and Evergreen Capital Management, LLC, a Nevada company (the “Purchaser”, and together with the Company, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (as defined below) or Purchase Agreement (as defined below), as applicable.

RECITALS

A. The Company issued that certain Senior Secured Convertible Promissory Note to the Purchaser on December 2, 2025, as amended by Amendment No. 1 to the Senior Secured Convertible Promissory Note, dated as of January 21, 2026, between the Company, as the borrower, and the Purchaser, as the holder (the “Note”).

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of **July 30, 2025 **(the “Effective Date”), by and between Lottery.com Inc., a Delaware corporation (“Buyer” or “SEGG”), and Galaxy Racer Holdings Limited, a BVI entity (“Seller”). Each of Buyer and Seller may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.

WHEREAS, Seller is the sole owner of the unencumbered assets listed on Schedule A (collectively, the “Assets”); and

WHEREAS, Seller desires to sell the Assets to Buyer, and Buyer desires to purchase the Assets from Seller, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, and certain other good and valuable consideration, the Parties agree as follows:

1. Recitals. The foregoing recitals and all terms and conditions contained therein are material, substantive, and integral provisions of this Agreement and are enforceable as if hereinafter restated.

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1. Plusevo Ltd

and

2. Lottery.com Inc

Share Purchase Agreement

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Contents

1	Definitions and interpretation	1
2	Sale and purchase of Sale Shares	3
3	Consideration	3
4	Completion	3
5	Non-compete	4
6	Warranties	4

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January 20, 2026

United Capital Investments London Limited (“UCIL”)

Unit Ss Stratford Road

Shirley, Solihull England, B90 4AA

Via Email: barney.battles@ucilondon.com, matthew.mcgahan@ucilondon.com, and Colin Marsh via post to 40 Holmefield Court, Belsize Grove, London, NW3 4TT

	Re:	Lottery.com Inc. dba SEGG Media Corporation (“SEGG”) and UCIL Termination Notice – Effective Immediately

** **

Dear UCIL, Mr. Battles, Mr. McGahan and Mr. Marsh:

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Exhibit 10.6

NODE REVENUE SHARING AGREEMENT

THIS NODE REVENUE SHARING AGREEMENT (this “Agreement”) is made on June 30, 2026 (the “Effective Date”), by and between Universal DeFi, LLC ( “Universal DeFi”) and Ault Capital Group, Inc. (“Ault Capital Group”), in its capacity as authorized agent for Ault DAO LLC, a Wyoming DAO limited liability company (“Ault DAO”), for the transfer and delivery, which occurred on the Transfer Date (defined below), to Universal DeFi of 125,000 Node Licenses in consideration of the consideration described in Section 2, subject to the terms and conditions set forth below.

BACKGROUND

WHEREAS, Ault DAO owns and operates the Ault Blockchain and the issuance and administration of Ault Blockchain Node Licenses;

WHEREAS, Ault Capital Group is authorized to cause the transfer and activation of, Node Licenses as the agent of Ault DAO;

WHEREAS, Universal DeFi wishes to acquire certain Node Licenses for operational participation in the Ault Blockchain and its associated DAO ecosystem;

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Document

Exhibit 10.33

    FIRST AMENDMENT dated as of June 30, 2026 (this “Amendment”) to the Five-Year Credit Agreement, dated as of October 9, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among General Mills, Inc. (the “Company”), the several lenders party thereto (the “Banks”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Amended Credit Agreement (as defined below) and used herein shall have the meanings given to them in the Amended Credit Agreement.

WHEREAS, pursuant to Section 10.01 of the Existing Credit Agreement, the Company has requested an amendment to the Existing Credit Agreement as set forth in Section 1 hereto. The Administrative Agent and the Banks party hereto (which collectively constitute the Majority Banks as of the date hereof) hereby agree to make such amendments to the Existing Credit Agreement in accordance with Section 1 hereto;

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Exhibit 10.34.3

GLOBAL GUARANTY AGREEMENT

This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 26, 2026, by the entities listed on Schedule I attached hereto and any subsequent party that may join in this Guaranty (collectively, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of BENEFICIENT, a Nevada corporation (the “Debtor”) owed to the Creditor.

RECITALS

WHEREAS, the Creditor and the Debtor have entered into an Amended and Restated Standby Equity Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) dated as of June 26, 2026, pursuant to which the Creditor shall provide advances to the Debtor (the “Pre-Paid Advances”) to be evidenced by promissory notes issued to the Creditor (the “Promissory Notes”), pursuant to and upon the terms and conditions of the Agreement, in the aggregate amount of up to $4,000,000;

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Exhibit 10.34.2

RIGHT OF FIRST OFFER AGREEMENT

This Right of First Offer Agreement (this “Agreement”) is entered into as of June 26, 2026 (the “Effective Date”), by and between Beneficient (the “Company”) and Yorkville Securities, LLC (“Yorkville”).

From the date hereof until the date that is twelve (12) months from the First Pre-Advance Closing (as defined in that certain Amended and Restated Standby Equity Purchase Agreement, dated as of the date hereof, by and between the Company and YA II PN, Ltd.) (the “ROFO Period”), the Company hereby grants Yorkville a right of first offer (the “ROFO”) to participate in connection with any securities offering or capital markets financing transaction entered into or pursued by the Company during the ROFO Period in the applicable capacities described below (each, a “Future Financing”):

a.Placement Agent. Placement agent in connection with any private placement in which the Company engages a broker-dealer to place equity securities, equity-linked securities, debt securities, or debt-like securities; and

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Document

Exhibit 10.4.7

EMPLOYEE INCENTIVE AWARD AGREEMENT

This Employee Incentive Award Agreement (the “Agreement”) is entered into as of April 25, 2025 (the “Effective Date”), by and between The Beneficient Company Group, (USA), L.L.C. (including its affiliates, the “Company”) and [______________] (“You”). Subject in full to the terms and conditions set forth herein, upon execution of this Agreement by You and the Company, you will be entitled to receive an Incentive Bonus (defined below) upon each Milestone (defined below) as set forth below.

AWARD DETAILS

Subject to the terms and conditions set forth herein, for every $25 million (each such threshold, a “Milestone”) of gross proceeds the Company realizes from asset sales (up to $75 million of total gross proceeds), You shall receive a cash incentive bonus (each, an “Incentive Bonus”) in the amounts set forth below on or before the payment date of the next payroll period following reaching such Milestone.

1.First Milestone: $[_____]

2.Second Milestone: $[_____]

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Document

Exhibit 10.4.8

EMPLOYEE INCENTIVE AWARD AGREEMENT

This Employee Incentive Award Agreement (the “Agreement”) is entered into as of April 25, 2025 (the “Effective Date”), by and between The Beneficient Company Group, (USA), L.L.C. (including its affiliates, the “Company”) and [______________] (“You”). Subject in full to the terms and conditions set forth herein, upon execution of this Agreement by You and the Company, you will be entitled to receive an Incentive Bonus (defined below) upon each Milestone (defined below) as set forth below.

AWARD DETAILS

Subject to the terms and conditions set forth herein, for every $25 million (each such threshold, a “Milestone”) of gross proceeds the Company realizes from asset sales (up to $75 million of total gross proceeds), You shall receive a cash incentive bonus (each, an “Incentive Bonus”) in the amounts set forth below on or before the payment date of the next payroll period following reaching such Milestone.

1.First Milestone: $[_____]

2.Second Milestone: $[_____]

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HCV/Loveless & Co., Inc. Third Amendment (00412898).DOC

Exhibit 10.34

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THIRD AMENDMENT TO LEASE

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THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”), dated as of June 23, 2026 (the “Effective Date”), is entered into by and between PRINCETON AVENUE HOLDINGS, LLC, a California limited liability company (the “Original Landlord”), and PRINCETON AVENUE HOLDINGS II, LLC, a California limited liability company (“Princeton II”, collectively with Original Landlord, as tenants in common, “Landlord”), and AEROVIRONMENT, INC., a Delaware corporation (“Tenant”).  Landlord and Tenant may hereinafter be referred to collectively as “the parties”.

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RECITALS

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A. Original Landlord and Tenant entered into that certain Lease dated March 28, 2018 (the “Original Lease”) whereby Landlord leased to Tenant and Tenant leased from Original Landlord premises designated as Suite 200 at 14501 Princeton Avenue, Moorpark, California, consisting of approximately ninety-four thousand two hundred eighty (94,280) square feet of floor area (the “Original Premises”).

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SHARES ISSUANCE AGREEMENT

 

This  SHARES ISSUANCE AGREEMENT (this “Agreement”), dated as of March 3, 2026 (the “Effective Date”), is by and among LiveOne, Inc., a Delaware corporation with offices at 269 South Beverly Drive, Suite 1450, Beverly Hills, CA 90212, United States of America (the “Company”), and Slacker, Inc., a Delaware corporation with offices at 269 South Beverly Drive, Suite 1450, Beverly Hills, CA 90212, United States of America (“Slacker”), on the one hand, and Music and Entertainment Rights Licensing Independent Network Limited (“Merlin”), a company formed under the laws of Ireland with offices at 3rd Floor, Midway House, 27-29 Cursitor Street, London EC4A 1LT, United Kingdom, on the other hand.

 

RECITALS

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