Browse EX-10 agreements

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”), dated as of April 11, 2023, is by and among, Accel Entertainment, LLC, a Delaware limited liability company (such entity or its permitted designee, “Buyer”), Accel Entertainment, Inc. (“Parent,” and collectively with Buyer, the “Buyer Parties”), Toucan Gaming, LLC, a Louisiana limited liability company (“Seller”), Toucan Management, LLC, a Louisiana limited liability company (“Owner”), and Stan Guidroz (“Guidroz”). Seller, Owner and Guidroz are collectively referred to herein as the “Seller Parties.” Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 1.1of this Agreement.

RECITALS

(a)Seller is engaged in the business of owning, operating, placing, servicing and maintaining Video Draw Poker Devices (as defined in the Louisiana Video Draw Poker Devices Control Law) at fuel, retail and restaurant locations(the “Business”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT(“Agreement”) is entered into and effective as of July 14, 2026 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), Stan Guidroz (“Executive”), and with respect to Section 7.9(a), Toucan Gaming, LLC, a Delaware limited liability company (“Toucan”), and amends and restates that certain Executive Employment Agreement entered into as of November 1, 2024, by and between Toucan and Executive (the “Prior Agreement”).

WHEREAS, Pursuant to that certain Asset Purchase Agreement, dated as of April 11, 2023 (the “APA”), the Company acquired substantially all of the assets of Toucan Device Owner, LLC (f/k/a Toucan Gaming, LLC), a Louisiana limited liability company. All capitalized terms used in this Agreement without definition have the meanings given to them in the APA;

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THE FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT(this "Amendment") is made and entered into as of November 1, 2024 (the “FirstAmendment Effective Date”), by and among Accel Entertainment LLC, a Delaware limited liability company (such entity or its permitted designee, “Buyer”), Accel Entertainment, Inc. (“Parent,” and collectively with Buyer, the “Buyer Parties”), Toucan Device Owner, LLC, a Louisiana limited liability company (f/k/a Toucan Gaming, LLC) (“Seller”), Toucan Management, LLC, a Louisiana limited liability company (“Owner”), and Stan Guidroz (“Guidroz”).

RECITALS

WHEREAS, the Buyer Parties, Seller, Owner and Guidroz are parties to that certain Asset Purchase Agreement, dated as of April 11, 2023 (the "Purchase Agreement"); and

WHEREAS, pursuant to Section 9.3of the Purchase Agreement, the Buyer and the Seller desire to amend the terms of the Purchase Agreement as set forth in this Amendment.

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TOUCAN GAMING, LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Dated as of November 1, 2024

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

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

TOUCAN GAMING, LLC

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Churchill Capital Corp XII

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640 Fifth Avenue, 14th Floor
New York, NY 10019

THIS DIRECTOR AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2026, by and between Churchill Capital Corp XII, a Cayman Islands exempted company (the “Company”), and the undersigned independent director of the Company (the “Director”).

RECITALS

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WHEREAS, the Director was appointed to the Company’s board of directors (the “Board”) on July 13, 2026 (the “Appointment Date”); and

WHEREAS, the Company and the Director desire to enter into this Agreement to set forth certain agreements related to the Director’s appointment to the Board.

AGREEMENT

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NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

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1. Services.

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PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE MAKER.

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”), dated as of July 3, 2026, between PVH CORP., a Delaware corporation (“PVH” and, together with its affiliates and subsidiaries, the “Company”), and ALEXIS ROLLIER (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to retain the Executive on a full-time basis in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Employment.

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**Certain identified information marked as [****] has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. **

**MANUFACTURING AND SUPPLY AGREEMENT **

This *Manufacturing and Supply Agreement ***(“Agreement”) **is entered into as of the as of the date of the last signature below (the “Effective Date”) between:

(i) Alivus Life Sciences Limited (formerly known as Glenmark Life Sciences Limited), a company incorporated under the laws of India and having its registered office at Plot No 170-172, Chandramouli Industrial Estate, Mohol Bazarpeth Solapur-413 213, MH, India and having its corporate office at Technopolis Knowledge Park, A Wing, Office no. 401 to 407, 4thFloor, Mahakali Caves Road, Andheri (E), Mumbai 400093, India, India, **(“Alivus”); **and

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REPAY HOLDINGS CORPORATION

July 13, 2026

This agreement (the “Cooperation Agreement”) memorializes the understandings and agreements that Repay Holdings Corporation (the “Company”) and PCP Managers II, L.P. (the “Investor Party”) have reached relating to, among other things, the appointment of Zach Sadek to the Company’s Board of Directors (the “Board”).

The Company and the Investor Party have successfully reached the following agreements:

1.

In accordance with the Company’s organizational documentsand applicable law, the Company agrees that the Board and each applicable committee of the Board shall take all actions necessary to, in each case, subject to Section 2:

(a)

as promptly as practicable following the date hereof, increase the size of the Board from six (6) to seven (7) members;

(b)

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SECURITIES PURCHASE AGREEMENT

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This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of July 8, 2026, by and between Edgemode, Inc., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the “Company”), and Vanquish Funding Group Inc., a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

A.The Company and the Buyer 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.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $129,600.00 (including $21,600.00 of Original Issue Discount) (the “Note”).

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