Browse EX-10 agreements

					One CDW Way200 N. Milwaukee AvenueVernon Hills, IL 60061Phone: 847.465.6000Fax: 847.465.6800Toll-free: 800.800.4239CDW.com

August 4, 2026

Albert J. Miralles

By email

Re:    Mutual Letter of Understanding

Dear Al:

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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

**THIS ****AGREEMENT **is made as of the 3rd day of August, 2026.

BETWEEN:

**IVANHOE ELECTRIC INC., **a Delaware corporation, having an office at 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281

(the "Company'')

AND:

MICHELLE LAMMERS, residing at

(the "Employee")

WHEREAS:

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”)is made effective as of August 10, 2026(“Effective Date”), by and between Criteo Corp. a Delaware corporation (“Company”)and Connor McGogney (“Executive”)(either party individually, a “Party”; collectively, the “Parties”).

WHEREAS, Executive and Company previously executed the offer letter dated March 19, 2018 (the “Offer Letter”), and

WHEREAS, the Parties desire to amend and restate the terms of Executive’s employment with Company originally set forth in the Offer Letter and enter into this Agreement, including the Appendix attached hereto, the provisions of which are incorporated herein by reference (the “Appendix”), to set forth the terms and conditions of Executive’s employment by Company and to address certain matters related to Executive’s employment with Company;

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties agree as follows:

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EXECUTION VERSION

OMNIBUS AMENDMENT

This OMNIBUS AMENDMENT, dated as of July 31, 2026 (this “Amendment”) is (1) THE TWENTY-THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the “Servicer”), the PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH (“BBVA”), as a Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as administrator (in such capacity, the “Administrator”); and (2) THE SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING, among CENCORA, INC., a Delaware corporation (in such capacity, the “Performance Guarantor”), in favor of AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as recipient (the “Recipient”).

R E C I T A L S

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EXECUTION VERSION

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LIMITED WAIVER AND LIMITED CONSENT TO CREDIT AGREEMENT

This LIMITED WAIVER AND LIMITED CONSENT TO CREDIT AGREEMENT, dated as of August 4, 2026 (this “Waiver and Consent”), is entered into by and among FTC Solar, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and, pursuant to the limited power of attorney set forth in the Lender Direction Letter (as defined below), as attorney-in-fact for each Directing Lender (as defined below) party hereto.

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT(the “Agreement”), dated effective as of August 4, 2026, is made by and between FTC SOLAR, INC.,a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND,LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1hereof.

WHEREAS:

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Twenty Million Dollars ($20,000,000) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1.

CERTAIN DEFINITIONS.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT(this “Agreement”), dated as of August 4, 2026, is made by and between FTC SOLAR, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Avenue LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).

RECITALS

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EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

July 30, 2026

East West Avenue LLC

131 Continental Drive Suite 305,

Newark, DE 19713

Re: Administrative Service Agreement

Ladies and Gentlemen:

This letter agreement by and between East West Ave Acquisition Corp. (the “Company”) and East West Avenue LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on August 3, 2026 until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) August 2, 2027, or November 2, 2027 if we enter into a definitive business combination agreement by August 3, 2027 (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement in Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission File No. 333-295205).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

** **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 30, 2026, by and between East West Ave Acquisition Corp., a Nevada corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295205) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s common stock Common Stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized term used herein and not otherwise defined shall have the meanings set forth in the Registration

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of July 30, 2026 (this “Agreement”), by and among East West Avenue LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting of one share of common stock, $0.0001 par value, and one right (the “IPO”);

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