Browse EX-10 agreements

**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.

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**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.

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**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.

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**TAX RECEIVABLE AGREEMENT **

**by and among **

**ITG, INC., **

**CERTAIN OTHER PERSONS NAMED HEREIN, **

**and **

**THE AGENT **

**DATED AS OF **

**JULY 1, 2026 **

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**TABLE OF CONTENTS **

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**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:

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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:

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ARTICLE I.

DEFINITIONS

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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

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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:

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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

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

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COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of June 26, 2026 (this “Agreement”), by and among C/M Capital Partners, LP (the “Investor”), and Mitesco, Inc., a Nevada corporation (the “Company”).

RECiTALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $30,000,000;

WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Note in accordance with the terms and subject to the conditions of this Agreement; and

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 26, 2026, is by and between C/M Capital Partners (the “Investor”), and Mitesco, Inc., a Nevada corporation (the “Company”).

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RECITALS

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue to the Investor, from time to time, up to $30,000,000 of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

B. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Conversion Shares in accordance with the terms of the Purchase Agreement.

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Execution Version

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Second Amendment to the Loan and Security Agreement (this "Amendment"), dated June 30, 2026, is entered into among BCPC II-J, LLC (the "Company"), a Delaware limited liability company, as borrower; the Financing Providers party hereto; DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral agent (in such capacity, the "Collateral Agent"); DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary"); JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers (in such capacity, the "Administrative Agent") and BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust, as servicer (in such capacity, the "Servicer"). Reference is hereby made to the Loan and Security Agreement, dated as of August 21, 2024 (as amended or modified from time to time, the "Loan andSecurity Ag

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