SECOND AMENDMENT TO PROMISSORY NOTES

EXHIBIT 10.1

SECOND AMENDMENT TO** PROMISSORY NOTES**

This Second Amendment to Promissory Notes (this “Amendment”) dated as of the last dated signature of the Parties (as defined below) below, and effective as of the Effective Date (defined below), amends each of those certain Promissory Notes issued on April 9, 2024, by Meridian Holdings Inc., formerly Golden Matrix Group, Inc. (the “Company”): (a) to Aleksandar Milovanović (“Milovanović”), in the original principal amount of $13,250,000; (b) Zoran Milošević (“Milošević”), in the original principal amount of $1,250,000; and (c) Snežana Božović (“Božović”, and collectively with Milovanović and Milošević, the “Note Holders”), in the original principal amount of $625,000 (collectively, (a) through (c), as amended by the First Amendment to Promissory Notes dated April 27, 2026, the “Notes”). The Purchaser and the Note Holders are referred to herein as the “Parties” and individually as a “Party”.

WHEREAS, the Notes currently have a maturity date of November 9, 2026 (the “Maturity Date”); and

WHEREAS, the Company and the Note Holders now desire to amend the Notes to extend the Maturity Date thereof as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

**1. Amendments to Notes. **

**(A) **Effective as of the Effective Date, Section 3(a) of each of the Notes is amended and restated to read in its entirety as follows:

“(a) Non-Default Rate. Subject to Section 2(b), all amounts outstanding under this Note shall not bear interest. All interest due hereunder, if any, shall be computed for the actual number of days which have elapsed for any whole or partial month (or other applicable period).”

**(B) **Effective as of the Effective Date, Section 4(a) of each of the Notes and Attachment 1 thereof are each amended and restated to read in their entirety as follows:

“[Intentionally removed].”

**(C) **Effective as of the Effective Date, Section 4(b) of each of the Notes is amended and restated to read in its entirety as follows:

“(b) Payment at Maturity. In this Note, the “Maturity Date” shall mean November 1, 2031. On the Maturity Date, Maker shall pay Payee (i) the outstanding Principal, (ii) all accrued but unpaid interest (if any) and (iii) any and all other sums due by Maker to Payee hereunder (such payment, the “Maturity Payment”).”

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Second Amendment to Promissory Notes

**2. Effective Date. **This Amendment shall be deemed effective as of the last dated signature below (the “Effective Date”). From and after the Effective Date, the Notes shall be deemed amended in accordance with the terms hereof as if this Amendment had been executed by all Parties and delivered on the Effective Date.

**3. Consideration. **Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.

**4. Effect of Amendment. **Upon the effectiveness of this Amendment, each reference in each of the Notes to “Note”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Notes, as applicable, as modified and amended hereby.

**5. Notes to Continue in Full Force and Effect. **Except as specifically modified or amended herein, the Notes and the terms and conditions thereof shall remain in full force and effect.

**6. **Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Notes, and this Amendment shall be read in connection with, the Notes.

**7. **Governing Law. This Amendment and the Notes shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions.

**8. **Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page left intentionally blank. Signature page follows.]

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Second Amendment to Promissory Notes

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to be effective as of the Effective Date.

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Second Amendment to Promissory Notes