Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2026, between DSS, Inc., a New York corporation (the “Company”), and Alset, Inc., a Texas corporation (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company, consisting of a convertible promissory note in the amount of $500,000 that shall be convertible, following receipt of Stockholder Approval, into shares of the Common Stock of the Company at a conversion price set at $0.50 per share, subject to the terms and conditions set forth therein (the “Note”) and warrants to purchase 8,000,000 shares of the Common Stock of the Company (which the parties hereto acknowledge is equal to eight (8) Warrant Shares for every one (1) share initially issuable

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COMMON STOCK PURCHASE WARRANT DSS, INC.

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Warrant Shares: 8,000,000

Issue Date: September [   ], 2026

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alset Inc. or their 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00PM (New York City time) on the fifth anniversary of the Issue Date (the “Termination Date”) (or if any portion of this Warrant is redeemed, on the Redemption Date (as defined below) for such portion) but not thereafter, to subscribe for and purchase from DSS, Inc., a New York corporation (the “Company”), up to 8,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book

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THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $500,000.00	September [   ], 2026

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Exhibit 10.1

FIFTEENTH Amendment TO AmenDed and Restated LOAN AGREEMENT

AND

ELEVENTH AMENDMENT TO seCOND aMENDED AND rESTATED pROMISSORY nOTE

This FIFTEENTH Amendment TO Amended and Restated LOAN AGREEMENT AND ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE (this “Agreement”) is executed as of September 15, 2026, by and among RANOR, INC., a Delaware corporation (“Ranor”), Stadco New Acquisition, LLC, a Delaware limited liability company (the “Initial Stadco Borrower”), STADCO, a California corporation (“Stadco”), Westminster Credit Holdings, LLC, a Delaware limited liability company (“Westminster”; together with Ranor, Initial Stadco Borrower and Stadco, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), and BEACON BANK & TRUST, successor by merger to Berkshire Bank, a Massachusetts chartered trust company (“Lender” or “Bank”), in the following circumstances:

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on the day of August, 11, 2026 (the “Effective Date”), between Dave & Buster’s Management Corporation, LLC, a Delaware limited liability company (“D&B Management”), Dave & Buster’s Entertainment, Inc., a Delaware corporation (“D&B”), and Amanda Busby (the “Employee”). D&B Management and D&B are collectively referred to herein as the “Company.” D&B Management, D&B and the Employee are collectively referred to herein as the “Parties.”

WHEREAS, as of the Effective Date, D&B Management shall employ Employee and D&B agrees that Employee shall serve as Chief Operations Officer, Dave & Buster’s.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between GALAXY GAMING, INC., a Nevada corporation (“Employer”), and Matt Reback (“Employee” and, together with Employer, the “Parties”) is entered into on September 18, 2026 and made effectivefor all purposes as of September 1, 2026 (the “Effective Date”).

A.Employer operates in the highly competitive business of designing, developing, manufacturing, marketing and acquiring proprietary casino table games and associated technology, platforms and systems (the “Business”) for the casino gaming industry in the United States, Canada and worldwide (the “Industry”) and provides such Services (the “Services”) to casinos, other gaming venues and in the internet gaming channel.

B. Employer desires to employ Employee and Employee desires to be employed by Employer, in such capacity, and under the terms and restrictions as set forth herein.

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FARMOUT AGREEMENT

VARIOUS AREAS ALBERTA & SASKATCHEWAN

THIS FARMOUT AGREEMENT (the “Agreement”) dated for reference as of the 17th day of September, 2026.

BETWEEN:

CROVERRO ENERGY LTD., a corporation having an office in the City of Calgary, Alberta (hereinafter referred to as “Croverro”);

AND

TRIO PETROLEUM CANADA, CORP., a corporation having an office in the City of Calgary, Alberta (hereinafter referred to as “Trio”);

WHEREAS Croverro has agreed to grant to Trio the right to earn eighty (80%) percent of Croverro’s Pre-Earning Working Interest on the terms and conditions hereinafter set forth;

NOW THEREFORE in consideration of the premises and of the covenants and agreements of the Parties, the Parties agree as follows:

	1.	Interpretation.

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September 18, 2026

Paul A. Perrault,

* at the address on file with *

*  Beacon Financial Corporation. *

Dear Paul,

On behalf of the Board of Directors of Beacon Financial Corporation (the “Company”), I thank you for your 17 years of dedicated service. This letter agreement (the “Agreement”) memorializes the terms of your retirement, including your service to support the Company’s transition to new leadership. We look forward to building on what you have accomplished and to your ongoing contributions to the Company’s success.

1.	**Your Retirement **

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Exhibit 10.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is dated as of September 18, 2026 (the “Execution Date”), by and between Magnachip Semiconductor Corporation, a Delaware corporation (the “Company”), and Navitas Semiconductor Corporation, a Delaware corporation (the “Purchaser”). The Company and the Purchaser are each hereafter referred to individually as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, shares of the Company’s Common Stock (as defined below) at the Per Share Purchase Price (as defined below).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

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September 18, 2026

Mr. Eric Stober

Dear Eric,

Innventure LLC (the “Company”) is pleased to offer you the position of Chief Financial Officer. The Company is a wholly owned subsidiary of Innventure, Inc. (“Parent”) and serves as the employing entity for all employees of Parent. In such capacity, you will serve as Chief Financial Officer of both the Company and Parent, reporting to William Grieco, the Company’s Chief Executive Officer. Parent joins this letter agreement solely for the limited purposes set forth herein.

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Execution Version

CREDIT AGREEMENT

dated as of September 18, 2026

by and among

NCM HOLDINGS, LLC,

as a Borrower,

NATIONAL CINEMEDIA, LLC,

as a Borrower,

CAPTIVATE HOLDINGS, LLC,
upon the consummation of the Debt Assumption, as a Borrower,

CAPTIVATE, LLC,
upon the consummation of the Debt Assumption, as a Borrower,

NCMI II, LLC and NCM PARENT, LLC,

as Holdings,

THE LENDERS PARTY HERETO,

CRESTLINE DIRECT FINANCE, L.P.,
as Administrative Agent,

CRESTLINE MANAGEMENT, L.P. and ENCINA COMMERCIAL FINANCE HOLDCO, LLC,
as Joint Lead Arrangers

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Execution Version

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of September 18, 2026, is entered into by and among (i) Priority Technology Holdings Inc., a Delaware corporation (the “Company”), (ii) WD Capital Partners Parent Inc., a Delaware corporation (“Parent”), (iii) the individuals and entities listed on Exhibit A hereto (collectively, the “Stockholders” and each, individually, a “Stockholder”), and (iv) WD Capital Partners Holdings LP, a Delaware limited partnership (“Holdings”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

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