Browse EX-10 agreements

AMENDMENT NO. 9 TO**
*FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE **
*AGREEMENT

This Amendment No. 9 to the Fourth Amended and Restated Receivables Purchase Agreement (this “Amendment”) is dated as of July 1, 2026, among Avnet Receivables Corporation, a Delaware corporation (“Seller”), Avnet, Inc., a New York corporation (“Avnet”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each of the entities party hereto identified as a “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), each of the entities party hereto identified as a “Company” (together with any of their respective successors and assigns hereunder, the “Companies”) and Wells Fargo Bank, N.A., as agent for the Purchasers or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”), amending the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 16, 2018 (as amended by Amendment No. 1 thereto

…

**ITG PARENT, LLC **

**SECOND AMENDED AND RESTATED **

**LIMITED LIABILITY COMPANY AGREEMENT **

Dated as of July 1, 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND REPURCHASE OPTIONS SET FORTH IN THIS AGREEMENT.

---

**TABLE OF CONTENTS **

…

**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the ITG, Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), ITG, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the restrictive covenants attached hereto as Exhibit B (the “Restrictive Covenants”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

…

**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**RESTRICTED STOCK UNIT GRANT NOTICE **

**(Non-Employee Director Award) **

Pursuant to the terms and conditions of the ITG, Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), ITG, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

…

**ITG, INC. **

**OMNIBUS INCENTIVE PLAN **

**PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the ITG, Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), ITG, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Performance Restricted Stock Units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the restrictive covenants attached hereto as Exhibit B (the “Restrictive Covenants”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

…

**TAX RECEIVABLE AGREEMENT **

**by and among **

**ITG, INC., **

**CERTAIN OTHER PERSONS NAMED HEREIN, **

**and **

**THE AGENT **

**DATED AS OF **

**JULY 1, 2026 **

---

**TABLE OF CONTENTS **

| | | | | | | | | --------------------------------------------------------------------- | - | ------------------------------------------------ | : | :------: | -----: | ----- | | | | | | | | | | | | | | Page | | | | | | | | | | |

…

**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:

…

DEBT FORGIVENESS AGREEMENT

This Debt Forgiveness Agreement (this “Agreement”), dated and effective as of June 30, 2026 (“Effective Date”), is made by Black Hawk Acquisition Corporation, a company organized under the laws of the Cayman Islands, (“BKHA”) and Vesicor Therapeutics, Inc., a California corporation, (“VESI”). BKHA and VESI may also be referred to individually as a “Party” and collectively as the “Parties”.

Background:

…

** **

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between FreeCast, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”, and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective exemption from the registration requirements under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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 each Purchaser agree as follows:

** **

ARTICLE I.

DEFINITIONS

…

June 30, 2026

FreeCast, Inc.

Attn: William A. Mobley, Jr., Chief Executive Officer

6901 TPC Drive, Suite 100

Orlando, Florida 32822

Dear Mr. Mobley:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and FreeCast, Inc., a Florida corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”); and (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”,” and together with the Shares, the “Securities”). The Shares and the Pre-Funded Warrants, along with the Shares underlying the Pre-Funded Warrants, shall be offered and sold in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation

…

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, between FreeCast, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

…

** **

THIS CONVERTIBLE PROMISSORY NOTE (AS MAY BE AMENDED FROM TIME TO TIME, THE “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF OR EXEMPTION UNDER THE SECURITIES ACT.

CONVERTIBLE PROMISSORY NOTE

** **

Aggregate Principal Amount: $600,000		Dated as of June [  ], 2026

** **

…