EXHIBIT 10.1
SECOND ADDENDUM TO MASTER LOAN AGREEMENT
This Second Addendum to Master Loan Agreement (this “Addendum”) is made effective as of October 12, 2026 (the “Effective Date”), by and between Payward Interactive, Inc. (“Lender”) and USBC, Inc. (“Borrower”). Capitalized terms used but not defined in this Addendum have the meanings given to them in the MLA (as defined herein).
RECITALS
WHEREAS, Lender and Borrower are parties to that certain Master Loan Agreement, dated as of March 18, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “MLA”), pursuant to which Lender will loan certain Fiat Currency or Digital Currency to Borrower for Borrower’s use, and Borrower will pay a Loan Fee as provided in the applicable Loan Term Sheet and return such Fiat Currency or Digital Currency to Lender upon the termination of the Loan or upon such earlier date in accordance with the terms and conditions of the MLA;
WHEREAS, Lender and Borrower previously entered into that certain Addendum to Master Loan Agreement, made effective as of March 18, 2026 (the “First Addendum”), pursuant to which Lender agreed to extend one or more Loans to Borrower with an aggregate Total Loan Balance of up to $25,000,000; and
WHEREAS, Lender and Borrower have agreed to amend the terms of the MLA, and to replace the First Addendum in its entirety, as set forth herein, including to increase the aggregate Total Loan Balance available under the Commitment (as defined below) to $40,000,000.
NOW, THEREFORE, Lender and Borrower mutually desire to amend the MLA and to replace the First Addendum, and are entering into this Addendum to set forth their entire understanding and agreement with respect thereto.
AGREEMENT
In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto, intending to be legally bound agree as follows:
1. Amendment to the MLA. Notwithstanding Section II(a) of the MLA, Lender hereby agrees that it shall, following Borrower request, extend one or more Loans to Borrower with an aggregate Total Loan Balance of up to $40,000,000, subject at all times to the relevant terms and conditions of the MLA and provided no default or Event of Default under the MLA shall have occurred and be continuing at the time of such request or extension or would occur as a result of the provision of the Loan as requested in the applicable Loan Term Sheet (the “Commitment”). The availability of the Commitment will expire and be of no further force or effect on the date that is twelve (12) months from the Effective Date. The Parties hereby acknowledge and agree that, as of the date of this Addendum, Lender has previously advanced, and there remains outstanding, an aggregate principal amount of Twenty-One Million United States Dollars ($21,000,000) in Loans to Borrower under the MLA (the “Prior Advances”) pursuant to a Loan Term Sheet, dated as of September 11, 2026 (the “Existing Loan Term Sheet”), by and between Lender and Borrower. The Prior Advances shall count in full against the Commitment, such that the remaining availability under the Commitment as of the date hereof is Nineteen Million United States Dollars ($19,000,000), subject to reduction by the amount of any further Loans advanced hereafter. For the avoidance of doubt, Loans advanced under any Loan Term Sheet entered into prior to the Existing Loan Term Sheet (including the Loan Term Sheet dated as of March 20, 2026 and the Loan Term Sheet dated as of July 28, 2026) that have been terminated, repaid or refinanced, including by way of the Existing Loan Term Sheet, shall not count against the Commitment except to the extent included in the Prior Advances. The type and amount of Fiat Currency or Digital Currency to be advanced in connection with each Loan shall be determined by the Parties on a loan-by-loan basis and memorialized in the applicable Loan Term Sheet in accordance with the MLA. The aggregate U.S. Dollar equivalent value of all cumulative advances shall be determined by Lender using the applicable Market Spot Rate as of each Loan Effective
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EXHIBIT 10.1
Date for purposes of calculating utilization of the Commitment. Borrower shall pay to Lender a commitment fee (the “Commitment Fee”) which shall accrue at a rate per annum of 1.0% on the average daily U.S. Dollar balance of the unused Commitment, calculated daily. The Commitment Fee shall accrue daily beginning on the date hereof, and shall be payable monthly on each Payment Due Date; provided, however, Lender shall be permitted, in its sole discretion, to waive the Commitment Fee for the duration of the Term by delivery of written notice to Borrower.
2. Replacement of First Addendum. Effective as of the Effective Date, this Addendum replaces and supersedes the First Addendum in its entirety; provided, however, that (a) such replacement shall not constitute a novation of, or a repayment or discharge of any obligations under, the First Addendum, the MLA or any Loan Term Sheet, (b) any Commitment Fee accrued under the First Addendum prior to the Effective Date and not yet paid shall remain outstanding and be payable on the next Payment Due Date, and (c) the Existing Loan Term Sheet and the Loans outstanding thereunder shall remain in full force and effect in accordance with their terms.
3. Conflicts. In the event of any conflict or inconsistency between this Addendum and the MLA, this Addendum shall govern and control.
4. Counterparts. This Addendum may be executed and delivered in counterparts (including transmission by facsimile, electronic messaging system or e-mail), each of which will be deemed an original.
5. Entire Agreement; Restatement. This Addendum constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (including the First Addendum, except as otherwise provided herein) with respect thereto. Except for any amendment to the MLA explicitly made pursuant to this Addendum, all terms and conditions of the MLA will continue in full force and effect in accordance with its provisions on the date of this Addendum. References to the MLA will be to the MLA, as amended by this Addendum, and references in any Loan Document to the First Addendum shall be deemed to be references to this Addendum.
6. Governing Law. This Addendum shall be governed by, and construed in accordance with, the laws of the State of Wyoming, without giving effect to any choice of law or conflict of law rules or provisions. This Addendum may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. This Addendum shall constitute a Loan Document, is entitled to the benefits of Loan Documents, and is subject to certain provisions of the MLA, including Section XXV (Governing Law; Dispute Resolution), Section XXI (Severability of Provisions), Section XXIII (Counterpart Execution), and Section XXVI (Indemnification) thereof, which are incorporated herein mutatis mutandis.
[Signatures on Next Page]
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EXHIBIT 10.1
IN WITNESS WHEREOF, Lender and Borrower have executed this Addendum on the day and year first above written.
PAYWARD INTERACTIVE, INC., as Lender
By:/s/ Cynthia Del Pozo
Name:Cynthia Del Pozo
Title:CEO and President
Date: October 12, 2026
USBC, INC., as Borrower
By: /s/ Dan Beck
Name:Dan Beck
Title:CFO
Date: October 12, 2026
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