Browse EX-10 agreements

ADVISORY BOARD AGREEMENT

 

This ADVISORY BOARD AGREEMENT (this “Agreement”) dated as of April 21, 2026 is by and between Ambitious Entertainment, Inc., a Nevada corporation (the “Company”), and Henry Smith, a natural person with residence in Colorado (the “Advisor”).

 

RECITALS:

 

WHEREAS, the Company desires to retain the Advisor for its advisory board (the “Advisory Board”); and

 

WHEREAS, the Advisor is willing to serve on the Advisory Board upon the terms and conditions herein set forth.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Advisor hereby agree as follows:

 

1. Retention. The Company hereby retains the Advisor to serve on the Advisory Board until removed by the Board or until the Advisor resigns.

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PROMISSORY NOTE II

 

Date: December 31, 2023

 

Borrower:

Ambitious Entertainment Inc of, Vancouver, British Columbia (the “Borrower”)

 

 

Lender:

ROOTS PROPERTIES INC of, VANCOUVER, BC, (the “Lender”)

 

Principal Amount: up to $300,000 USD From time-to-time Lender will loan funds to borrower on an as needed basis to cover operating expenses and other productions costs. The interest will be calculated annually based on the balance as of December 31st, 2023, December 31,2024, December 31, 2025, and December 31, 2026.

 

 

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of the note as of the calendar year end in USD. Interest payable will be calculated on the unpaid principal amount at the rate of 10% per annum, calculated yearly not in advance, beginning on December 31,2023.

 

 

 

 

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ITG, Inc.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2026 among ITG, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1 Demand Registrations.

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TAX RECEIVABLE AGREEMENT

by and among

ITG, INC.,

CERTAIN OTHER PERSONS NAMED HEREIN,

and

THE AGENT

DATED AS OF

[•]

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

RECITALS

  

1

ARTICLE I DEFINITIONS

  

2

Section 1.1

 

Definitions

  

 

2

 

Section 1.2

 

Other Definitional and Interpretative Provisions

  

 

12

 

ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

  

13

Section 2.1

 

Exchange Schedule

  

 

13

 

Section 2.2

 

Closing Date Blocker Attributes Schedule

  

 

13

 

Section 2.3

 

Corporate Attributes Schedule

  

 

13

 

Section 2.4

 

Tax Benefit Schedule

  

 

13

 

Section 2.5

 

Procedure: Amendments

  

 

15

 

ARTICLE III TAX BENEFIT PAYMENTS

  

16

Section 3.1

 

Payments

  

 

16

 

Section 3.2

 

No Duplicative Payments

  

 

17

 

Section 3.3

 

Coordination of Benefits

  

 

17

 

Section 3.4

 

Threshold Exchange

  

 

17

 

ARTICLE IV TERMINATION

  

18

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ITG PARENT, LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [•]

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.

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TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

  

3

ARTICLE II ORGANIZATIONAL MATTERS

  

15

Section 2.01.

 

Formation of Company

  

 

15

 

Section 2.02.

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STOCKHOLDERS AGREEMENT OF

ITG, INC.

THIS STOCKHOLDERS AGREEMENT, dated as of [•] (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among ITG, Inc., a Delaware corporation (the “Company”), OCM Power VI AIV Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Blocked Fund”), OCM ITG Aggregator, LLC, a Delaware limited liability company (“Oaktree Aggregator” and, together with Oaktree Blocked Fund, the “Investors”), and ITG Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”).

RECITALS

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Exhibit 10.3

NEUTRON HOLDINGS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1

PURPOSE

The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries.

The Plan consists of two components: the Section 423 Component and the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or

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Document

Exhibit 10.2

NEUTRON HOLDINGS, INC.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.

ARTICLE II.

DEFINITIONS

As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

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Exhibit 10.4

NEUTRON HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Neutron Holdings, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2026 Incentive Award Plan (the “Plan”) and shall be effective upon the date of the effectiveness of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission that registers existing capital stock of the Company for resale (the “IPO”). Capitalized terms not otherwise defined herein have the meaning ascribed in the Plan.

Cash Compensation

Effective upon the IPO, annual retainers will be paid in the following amounts to Non-Employee Directors:

Board Service

Member

    $45,000

Non-Executive Chair

    $50,000

Lead Independent Director

    $30,000

Additional Service

Chair

Non-Chair

Audit Committee

    $25,000

    $12,500

Compensation Committee

    $20,000

    $10,000

Nominating and Corporate Governance Committee

    $15,000

    $7,500

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Exhibit 10.5

NEUTRON HOLDINGS, INC.

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Neutron Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Exhibit 10.6

Neutron Holdings, Inc.

May 21, 2026

Wayne Ting

By email

Re: Amended and Restated Offer Letter

Dear Wayne:

You and Neutron Holdings, Inc. (the “Company”) are parties to an offer letter dated June 30, 2020 (the “Prior Offer Letter”) that sets forth the terms of your employment with the Company. This letter agreement sets forth the terms of your continued employment with the Company effective as of the date of this letter agreement, and, except as set forth herein, supersedes in its entirety the Prior Offer Letter. Effective as of the date of this letter agreement, the terms of your employment with the Company are as follows:

1.Position. You will continue to serve as the Company’s Chief Executive Officer, and you will report to the Company’s Board of Directors (the “Board”). This is a full-time position based in the Company’s office located in San Francisco, California. In your role, you are expected to devote your full time, ability, attention, energy and skills in performing all duties as assigned and delegated to you by the Company.

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Exhibit 10.15

Neutron Holdings, Inc.

October 4th, 2023

Uber Technologies, Inc.

1515 3rd Street

San Francisco, CA 94158

Re:    Letter Agreement

Ladies and Gentlemen:

Reference is made herein to that certain License and Integration Agreement, dated as of August 10, 2018, by and among Uber Technologies, Inc., a Delaware corporation (“UTI”), Neutron Holdings, Inc., DBA “Lime”, a Delaware corporation (the “Company”), and the other parties thereto (as amended to date and as may be further amended and/or restated, the “License and Integration Agreement”). In connection with the execution of Amendment 10 to the License and Integration Agreement, dated as of the date hereof, UTI and the Company hereby agree to the terms and obligations of this letter agreement (this “Letter Agreement”). Reference is made herein to that certain Investors’ Rights Agreement, dated as of May 7, 2020, by and among the Company, UTI and the other parties thereto (as may be amended and/or restated from time to time, the “Rights Agreement”). Capitalized terms used but not defined herein shall have th

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