Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

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This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 22, 2026, by and between NEWGENIVF GROUP LIMITED, a company formed pursuant to the laws of British Virgin Islands, with its address at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110 Thailand (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Lender desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a convertible promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $107,000.00 (the “Note”) with additional tranches of financing of up to $2,200,000.00 in the aggregate during the next twelve (12) months subject to further agreement by and between the Company and the Lender; and

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NOW THEREFORE, the Company and the Lender hereby agree as follows:

1. Purchase and Sale of the Securities.

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SECURITIES PURCHASE AGREEMENT

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This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2025, by and between NEWGENIVF GROUP LIMITED, a company formed pursuant to the laws of British Virgin Islands, with its address at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110 Thailand (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Lender desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a convertible promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $157,000.00 (the “Note”) with additional tranches of financing of up to $2,200,000.00 in the aggregate during the next twelve (12) months subject to further agreement by and between the Company and the Lender; and

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NOW THEREFORE, the Company and the Lender hereby agree as follows:

1. Purchase and Sale of the Securities.

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SECURITIES PURCHASE AGREEMENT

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This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 15, 2025, by and between NEWGENIVF GROUP LIMITED, a company formed pursuant to the laws of British Virgin Islands, with its address at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110 Thailand (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Lender desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a convertible promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $257,000.00 (the “Note”) with additional tranches of financing of up to $2,200,000.00 in the aggregate during the next twelve (12) months subject to further agreement by and between the Company and the Lender; and

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NOW THEREFORE, the Company and the Lender hereby agree as follows:

1. Purchase and Sale of the Securities.

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FORM OF RESTRICTED STOCK UNIT AWARD CERTIFICATE

(Service-Based)

Non-transferable

GRANT TO

_______________________

(the “Participant”)

by ScanSource, Inc. (the “Company”) of

the right to acquire _______ shares of the Company’s common stock (the “Common Stock”), no par value per share (the “Shares”)

pursuant to and subject to the provisions of the ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan, as it may be amended and/or restated (the “Plan”), and to the terms and conditions set forth in this certificate (the “Award Certificate”). The Award Certificate describes terms and conditions of the Restricted Stock Unit Award (the “Award”) granted herein and constitutes an agreement between the Participant and the Company.

Unless vesting is accelerated in accordance with the Plan or the Award Certificate, the vesting restrictions imposed under Section 2of the Award Certificate will expire with respect to the Award and the underlying Shares of the Award ratably in ___ equal annual installments (__%-__%-__%), commencing as of _______, 20__, provided that the Participant has been continuously employed by the Company as of the date hereof (the “Grant Date”) until each respective vesting date.

IN WITNESS WHEREOF, The Company acting by and through its duly authorized officers, has caused the Award Certificate to be executed as of the Grant Date.

SCANSOURCE, INC.

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FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD CERTIFICATE

(Performance- and Service-Based)

Non-transferable

GRANT TO

_____________________

(the “Participant”)

by ScanSource, Inc. (the “Company”)

The Company hereby grants to Participant a performance-based and service-based Restricted Stock Unit (“PSU”) Award (the “Award”), which represents a contingent right to acquire shares of the Company’s common stock (the “Common Stock”), no par value per share (the “Shares”). The Award is subject to the terms and conditions set forth in this certificate (the “Award Certificate”), including Schedule A, which is attached hereto and expressly made a part of this Agreement, and the ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan, as it may be amended and/or restated (the “Plan”), the terms of which are incorporated herein in their entirety.

Participant:					___________________

Grant Date:								___________________

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FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD CERTIFICATE

Non-transferable

GRANT TO

________________________________
(the “Participant”)

by ScanSource, Inc. (the “Company”) of

the right to acquire ______________ shares of the Company’s common stock (the “Common Stock”), no par value per share (the “Shares”) pursuant to and subject to the provisions of the ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan, as it may be amended and/or restated (the “Plan”), and to the terms and conditions set forth in this certificate (the “Award Certificate”). The Award Certificate describes the terms and conditions of the Restricted Stock Unit Award (the “Award”) granted herein and constitutes an agreement between the Participant and the Company.

Unless vesting is accelerated in accordance with the Plan or the Award Certificate, the vesting restrictions imposed under Section 2of the Award Certificate will expire with respect to the Award and the underlying Shares subject to the Award on the twelve (12)-month anniversary of the Grant Date (as defined below), provided that the Participant has been continuously serving as a director of the Company as of the date hereof (the “Grant Date”) until the vesting date.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused the Award Certificate to be executed as of the Grant Date.

SCANSOURCE, INC.

By:_____________________________

Its: Authorized Officer

Grant Date:    ____________

1

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Board of Directors Compensation Program

Effective as of July 1, 2026

Effective as of July 1, 2026, ScanSource, Inc.’s Annual Board Compensation Program:

Retainer (All Directors)			$	90,000
Equity Grant Value (All Directors)			$	180,000
Board Chair Retainer			$	70,000
Audit Committee Chair Retainer			$	25,000
Compensation Committee Chair Retainer			$	20,000
Compensation for Other Committee Retainer			$	15,000

Cash retainers are paid quarterly in arrears.

Equity awards are made in accordance with the Company’s standard practice for directors.

Directors are reimbursed for travel and other expenses reasonably incurred in connection with their service as directors.

Dear Taylor,

As part of your offer to join Jack in the Box Inc. (hereafter “JIB” or the “Company”), you are eligible to receive a one-time discretionary signing bonus of $220,000 (the “Signing Bonus”), subject to the following terms and conditions:

If you choose to accept the Company’s offer and you begin employment with the Company, JIB will pay you the Signing Bonus in a lump sum payment, less applicable withholdings, on or by November 1, 2026 in advance of being earned. By signing this letter, you acknowledge that the Signing Bonus is discretionary and not tied to any specific job performance metrics. It will only be considered earned based on remaining continuously employed at the Company through 10/01/2027 (the “Retention Date”, with the period of time between your employment start date and the Retention Date, the “Retention Period”).

You agree that if (i) you voluntarily resign your employment with the Company for any reason prior to the Retention Date, or (i) the Company terminates your employment for misconduct (as defined by applicable law) prior to the Retention Date, then you will be required to repay a prorated portion of the Signing Bonus calculated on an after-tax basis based on the number of days of the Retention Period that remain as of your termination date (the “Repayment Obligation”). No interest will accrue on the Repayment Obligation. Such repayment must be made to the Company in cash or cash equivalents (such as check or wire transfer) within thirty (30) days of your last day of employment with the Company.

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August 14, 2026

Dear Taylor,

Congratulations! On behalf of the Board of Directors of Jack in the Box Inc., I am pleased to confirm our offer to you for the position of EVP, Brand President (“JIB President”) of Jack in the Box Inc. (the “Company”). Your anticipated first day of work is Thursday, October 1, 2026. This letter describes the terms of your employment with the Company, effective as of your commencement of employment with the Company (the “Effective Date”).

Base Compensation:

Your annual salary will be $700,000, paid on a bi-weekly basis equal to $26,923.08 per pay period.

Sign-On Bonus:

In addition to your base salary, you will also be eligible for a $220,000 signing bonus, subject to the terms of the attached Signing Bonus Letter. Please review that letter and return a signed copy with this offer letter if you wish to accept the Company’s offer of a signing bonus.

Technology Allowance:

As a hybrid employee based in San Diego, you will receive a taxable annual technology allowance of $1,950, paid on a bi-weekly basis equal to $75 per pay period. This allowance is intended to assist with the cost of using your personal cell phone, internet, or other device for business purposes.

Annual Incentive Plan (“AIP”):

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DEALER MANAGER AGREEMENT

August 20, 2026

Fidelity Distributors Company LLC

900 Salem Street

Smithfield, Rhode Island 02917

This Dealer Manager Agreement (as may be amended, together with all attachments hereto, this “Agreement”) is entered into by and between Fidelity Core Real Estate Fund, a Maryland statutory trust (the “Company”), and Fidelity Distributors Company LLC, a Delaware limited liability company (the “Dealer Manager”).

The Company is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of common shares of beneficial interest, each without par value per share (the “Shares”), in which the Company is offering three classes of Shares: Class I common shares of beneficial interest (“Class I Shares”), Class S common shares of beneficial interest (“Class S Shares”) and Class F common shares of beneficial interest (“Class F Shares”). The Shares will be issued and sold at the variable offering prices per Share for each class calculated as set forth in the Company’s confidential private placement memorandum, dated as of August 20, 2026 (as amended, restated or supplemented from time to time, the “Private Placement Memorandum”), pursuant to a primary offering (the “Primary Shares”) and the Company’s distribution reinvestment plan (the “DRIP Shares”). In connection with the Offering, the minimum purchase by any one person shall be as set forth in the Private Placement Memorandum (except as otherwise indicated in any letter or memorandum from the

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