Browse EX-10 agreements

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of **July 30, 2025 **(the “Effective Date”), by and between Lottery.com Inc., a Delaware corporation (“Buyer” or “SEGG”), and Galaxy Racer Holdings Limited, a BVI entity (“Seller”). Each of Buyer and Seller may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.

WHEREAS, Seller is the sole owner of the unencumbered assets listed on Schedule A (collectively, the “Assets”); and

WHEREAS, Seller desires to sell the Assets to Buyer, and Buyer desires to purchase the Assets from Seller, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, and certain other good and valuable consideration, the Parties agree as follows:

1. Recitals. The foregoing recitals and all terms and conditions contained therein are material, substantive, and integral provisions of this Agreement and are enforceable as if hereinafter restated.

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1. Plusevo Ltd

and

2. Lottery.com Inc

Share Purchase Agreement

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Contents

1	Definitions and interpretation	1
2	Sale and purchase of Sale Shares	3
3	Consideration	3
4	Completion	3
5	Non-compete	4
6	Warranties	4

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January 20, 2026

United Capital Investments London Limited (“UCIL”)

Unit Ss Stratford Road

Shirley, Solihull England, B90 4AA

Via Email: barney.battles@ucilondon.com, matthew.mcgahan@ucilondon.com, and Colin Marsh via post to 40 Holmefield Court, Belsize Grove, London, NW3 4TT

	Re:	Lottery.com Inc. dba SEGG Media Corporation (“SEGG”) and UCIL Termination Notice – Effective Immediately

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Dear UCIL, Mr. Battles, Mr. McGahan and Mr. Marsh:

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PLACEMENT AGENT WARRANT TO PURCHASE

ORDINARY SHARES

FAST TRACK GROUP

Warrant Shares: 209,302	Initial Exercise Date: July 9, 2026

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THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Z2 Capital, LLC, a division of and securities offered through Alexander Capital, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 9, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), up to 209,302 Ordinary Shares (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one War

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2026, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Ordinary Share Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $20,000,000 in aggregate gross purchase price of newly issued ordinary shares of the Company, par value $0.001 per share (“Ordinary Shares”), as provided for therein.

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July 8, 2026

No. 24-01, Parkview Square

600 North Bridge Road

Singapore, 188778

Attn: Lim Sin Foo, Harris, CEO

Re: Placement Agency Agreement

Dear Harris:

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Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (hereinafter referred to as the “Company” or “you”), proposes to offer for sale in a private placement a maximum of Thirty Million Dollars ($30,000,000) (the “Offering”) in equity, preferred equity, convertible preferred equity, convertible debt, senior secured debt, junior debt, and/or other debt financing instruments (the “Securities”).

The undersigned, Z2 Capital, LLC, a division of and securities offered through Alexander Capital, L.P. (“Z2 Capital”), a broker/dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), hereinafter referred to as the “Placement Agent”, “we” or “our”) hereby offers its services to the Company as the Placement Agent for the Offering.

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ORDINARY SHARE PURCHASE AGREEMENT

Dated as of July 8, 2026

by and between

FAST TRACK GROUP

and

Tumim Stone Capital,** LLC**

Table of Contents

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		Page

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of July 8, 2026 (this “Agreement”), is among Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twelve (12) months following their dates of issuance, in the original aggregate principal amount of at least $1,666,666.67 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and 3i, LP, in its capacity as agent for the Secured Parties (“Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement (as defined in the Notes), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Notes;

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2026, is by and between 3i, LP, a Delaware limited partnership (the “Investor”), and Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell the Investor the Notes and Warrants (as defined in the Purchase Agreement), which will be convertible or exercisable, as applicable into Conversion Shares or Warrant Shares (as defined in the Purchase Agreement) in accordance with the terms of the Notes or Warrants.

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SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE, dated as of July 8, 2026 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), for the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated July 8, 2026, between Fast Track Group, an investment holding company organized under the laws of the Cayman Islands (the “Company”) and the Purchasers.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of July 8, 2026, by and between the Company and the Purchasers (the “Purchase Agreement”), the Company has agreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase from the Company the Notes and the Warrants (as defined in the Purchase Agreement), subject to the terms and conditions set forth therein;

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INDEPENDENT DIRECTOR AGREEMENT

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**THIS INDEPENDENT DIRECTOR AGREEMENT **(this “Agreement”), dated as of July 10, 2026, is by and between Etoiles Capital Group Co., Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), and Wesley Chu, an individual (the “Director”) and shall become effective on the date this Agreement (the “Effective Date”).

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RECITALS

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WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

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WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

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AGREEMENT

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