Browse EX-10 agreements

SINDA LTD

STOCK OPTION AWARD AGREEMENT

FOR U.S. OPTIONEES

pursuant to the

SINDA LTD

AMENDED AND RESTATED

2020 LONG TERM INCENTIVE PLAN

You (the “Optionee”) have been granted a Stock Option Award (this “Award”) from Sinda Ltd, a Cayman Islands exempted company (the “Company”), on the following terms and subject to the provisions of Schedule A and the Sinda Ltd Amended and Restated 2020 Long Term Incentive Plan (the “Plan”). Unless defined in this Stock Option Award Agreement (including Schedule A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

Optionee:

Grant Date:

Per Share Exercise Price:

Number of Option Shares subject to this Option:

Type of Option: [Incentive Stock Option]/[Non-Qualified Stock Option]

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Exhibit 10.2

SINDA LTD

AMENDED AND RESTATED

LONG TERM INCENTIVE PLAN

1.           Purpose. The purpose of the Sinda Ltd Amended and Restated 2020 Long Term Incentive Plan (the “Plan”) is to provide Employees (as defined below), Consultants (as defined below) and Directors (as defined below) of Sinda Ltd, a Delaware corporation formerly known as Minera Adularia International Ltd. (or any successor thereto, the “Company”), or a Subsidiary (as defined below) with an additional incentive to use maximum efforts for the future success of the Company and any Subsidiary and to enhance the ability of the Company or a Subsidiary to attract, retain and motivate individuals upon whom the Company’s sustained growth and financial success depend by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company through receipt of rights to acquire Awards (as defined below).

2.           Definitions. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

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SINDA LTD

STOCK OPTION AWARD AGREEMENT

FOR MEXICAN OPTIONEES

pursuant to the

SINDA LTD

AMENDED AND RESTATED

2020 LONG TERM INCENTIVE PLAN

You (the “Optionee”) have been granted a Stock Option Award (this “Award”) from Sinda Ltd, a Cayman Islands exempted company (the “Company”), on the following terms and subject to the provisions of Schedule A and the Sinda Ltd Amended and Restated 2020 Long Term Incentive Plan (the “Plan”). Unless defined in this Stock Option Award Agreement (including Schedule A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

Optionee:

Grant Date:

Per Share Exercise Price:

Number of Option Shares subject to this Option:

Type of Option: Non-Qualified Stock Option (“NSO”)

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AMENDMENT TO SIDE LETTER

This Amendment to Side Letter (this “Amendment”) dated as of June 4, 2026 (the “Amendment Effective Date”) is made between ITG Parent, LLC (“Parent”) and Peter Giacalone as Seller Representative (“Seller Representative”), and amends that certain Letter Agreement between Parent and the Continuing Sellers (as defined below), dated December 29, 2021 (as amended from time to time, the “Letter Agreement”). Any capitalized terms used but not defined herein shall have the meanings set forth in the Letter Agreement.

WHEREAS, on December 29, 2021, Parent entered into that certain Contribution Agreement (as amended from time to time, the “Contribution Agreement”) with Michael Brooks, Michael Lind, Christy Adkins, Peter Giacalone, Christopher Perkins, Troy McClendon, Chris Cowart, Guilherme Elias, Jerry Taylor and Tracey Giacalone (collectively, the “Sellers”);

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ITG, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

This Non-Employee Director Compensation Policy (this “Policy”) of ITG, Inc. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”), effective as of [●], 2026 (the “Effective Date”), sets forth the compensation payable to each member of the Board who is not an employee of the Company or any of its subsidiaries (each, a “Non-Employee Director”) as consideration solely for service on the Board. For the avoidance of doubt, nothing in this Policy will prohibit the Company from compensating any Non-Employee Director for services provided to the Company outside of such Non-Employee Director’s service on the Board. This Policy shall become effective on the Effective Date and shall remain in effect until it is revised or rescinded by the Board in its sole discretion at any time and from time to time.

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March 13, 2026

Andrew Parrott

[***]

Via electronic mail

Dear Andrew:

On behalf of ITG Communications, LLC (the “Company”) and Integrated Tech Group, LLC (the “Employer”), I am pleased to offer you employment with the Employer pursuant to the terms specified in this letter (this “Letter”).

Below, please find the terms and conditions of your employment and compensation package.

	•		Position/Reporting. Your position will be Chief Executive Officer of the Company, reporting directly to the Executive Chairman of the Company or, if there is none, the board of managers (the “Board”) of ITG Parent, LLC (“Parent”).

	•		Start Date. Your start date will be April 15, 2026 or such earlier date agreed upon between you and the Company. The period during which you are employed by the Employer pursuant to this Letter is referred to as the “Term.”

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RESTRICTIVE COVENANT AGREEMENT

This Restrictive Covenant Agreement (this “Agreement”) is entered into by and between ITG Communications, LLC (the “Company”) and the undersigned individual (“Executive”).

WHEREAS, the Company has expended significant time, money and effort acquiring and developing Confidential Information; developing and designing its products, services and business models; and establishing, developing and maintaining goodwill and business relationships with its customers and employees; all of which Executive agrees are valuable assets of the Company to which it has devoted substantial resources; and

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February 27, 2026

Christopher Mecray

[***]

[***]

Via electronic mail

Dear Chris:

On behalf of ITG Communications, LLC (the “Company”) and Integrated Tech Group, LLC (the “Employer”), I am pleased to offer you employment with the Employer pursuant to the terms specified in this letter (this “Letter”).

Below, please find the terms and conditions of your employment and compensation package.

	•		Position/Reporting. Your position will be Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company.

	•		Start Date. Your start date will be March 16, 2026 or such earlier date agreed upon between you and the Company. The period during which you are employed by the Employer pursuant to this Letter is referred to as the “Term.”

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ITG Parent, LLC

c/o Oaktree Capital Management, L.P.

11611 San Vicente Blvd., Suite 700

Los Angeles, CA 90049

December 29, 2021

Peter Giacalone

[***]

[***]

Dear Mr. Giacalone:

Reference is made to that certain Contribution Agreement, dated as of the date hereof, by and among ITG Parent, LLC, a Delaware limited liability company (“Parent”), and each of Michael Brooks, Michael Lind, Christy Adkins, Peter Giacalone, Christopher Perkins, Troy McClendon, Chris Cowart, Guilherme Elias, Jerry Taylor and Tracey Giacalone (collectively, the “Sellers”) (as amended from time to time, the “Contribution Agreement”). Certain capitalized terms used herein are defined in Section 2 below, and all other capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution Agreement.

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December 14, 2021

RE: Offer of Employment

Dear Joel Rivas

It is a pleasure to offer you the position of Chief Financial Officer (CFO) with ITG Communications. This is a salaried, exempt-level position reporting to Peter Giacalone. You will be paid an annual salary of $225,000 paid bi-weekly in accordance with the ITG payroll schedule. This offer may be contingent upon successful completion of pre-employment drug screening and background. The expected start date is January****2, 2022.

Your employment with ITG is at-will and either party can terminate the employment at any time with or without cause and with or without notice. As part of your New Hire Orientation, you will be required to sign the Company’s standard Intellectual Property, Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”). You will also be given a copy of the Company’s Associate Handbook and asked to sign and acknowledge that you have received and read a copy of the Handbook.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), Integrated Tech Group, LLC, a Delaware limited liability company (“Employer”), and Michael Brooks (“Employee”) effective as of December 30, 2021 (the “Effective Date”).

1. Employment. During the Employment Period (as defined in Section 4), the Employer shall employ Employee, and Employee shall continue to serve, as Chief Executive Officer of the Company and in such other position or positions as may be assigned from time to time by the Company, Employer or the board of managers (the “Board”) of ITG Parent, LLC, a Delaware limited liability company and parent of the Company (the “Parent”).

2. Duties and Responsibilities of Employee.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), Integrated Tech Group, LLC, a Delaware limited liability company (“Employer”), and Guilherme Elias (“Employee”) effective as of December 30, 2021 (the “Effective Date”).

1. Employment. During the Employment Period (as defined in Section 4), the Employer shall employ Employee, and Employee shall continue to serve, as Chief Operating Officer of the Company and in such other position or positions as may be assigned from time to time by the Company, Employer or the board of managers (the “Board”) of ITG Parent, LLC, a Delaware limited liability company and parent of the Company (the “Parent”).

2. Duties and Responsibilities of Employee.

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