Browse EX-10 agreements

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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WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT

This WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of September 16, 2026, is by and among (1) TULP 24.1, LLC, a Delaware limited liability company (“Bloomia Acquisition”, together with each other Person joined to the Credit Agreement (as defined below) as a borrower from time to time, each, a “Borrower”, and collectively, the “Borrowers”), (2) Bloomia Holdings, Inc., fka, LENDWAY, INC., a Delaware corporation (the “Parent Guarantor”), as a Guarantor, (3) TULIPA ACQUISITIE HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (“Tulipa”), as a Guarantor, (4) BLOOMIA, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (“Bloomia”), as a Guarantor, (5) FRESH TULIPS USA, LLC, a Virginia limited liability company (“Fresh Tulips”), as a Guarantor, (6) each other Person (if any)

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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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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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SB ENERGY, INC.

2026 LONG-TERM INCENTIVE PLAN

Section 1. Purpose. The purposes of this SB Energy, Inc. Long-Term Incentive Plan are to promote the interests of the Company and its stockholders by (i) attracting and retaining employees and directors of, and certain consultants to, the Company and its Subsidiaries, as defined below; (ii) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of the Company

Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial direct or indirect equity interest, as determined by the Board.

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award made or granted from time to time hereunder.

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REVOLVING CREDIT AGREEMENT

dated as of [ ], 2026,

among

SB ENERGY, INC.,

as the Borrower,

THE LENDERS AND LC ISSUERS PARTY HERETO,

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent,

CITIBANK, N.A.,

as Structuring Agent,

and

CITIBANK, N.A., [  ] and

[   ]

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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SB ENERGY, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

1.Purpose and Term.

(a)The purpose of the SB Energy, Inc. 2026 Employee Stock Purchase Plan, as it may be amended and/or restated from time to time (the “Plan”), is to give Eligible Employees of SB Energy, Inc., a Texas corporation (the “Company”), and its Designated Companies an opportunity to purchase shares of Common Stock and to promote its best interests and enhance its long-term performance. The Company intends for each Offering to either (i) qualify as being under an “employee stock purchase plan” under Code Section 423 (each such Offering, a “Section 423 Offering”) or (ii) not comply with the requirements of Code Section 423 (each such Offering, a “Non-Section 423 Offering”). The Plan shall be construed so as to comply with the requirements of Code Section 423 with respect to Section 423 Offerings. Any provisions required to be included in the Plan under Code Section 423 are hereby included as fully as though set forth in the Plan. Any Non-Section 423 Offerings may, but are not required to, be made pursuant to any rules, pr

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Execution Version

ASSIGNMENT AND AMENDMENT NO. 1

TO THE AMENDED AND RESTATED LICENSE AGREEMENT

THIS ASSIGNMENT AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LICENSE AGREEMENT, (this “Assignment and Amendment”), is entered into as of [·] by and among SoftBank Group Corp., a Japanese corporation (“Licensor”), SBE Global, LP, a Delaware limited partnership (“Assignor”), and SB Energy, Inc., a Delaware corporation (“Assignee”, and each of Licensor, Assignor, and Assignee, a “Party” and, collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

RECITALS

WHEREAS, on March 28, 2024, Licensor and Assignor entered into that certain Amended and Restated License Agreement (the “Agreement”) for the licensing of certain trademarks to Assignor;

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FIRSTAMENDEDANDRESTATEDLICENSEAGREEMENT

ThisFIRSTAMENDEDANDRESTATEDLICENSEAGREEMENT(this“Agreement”)is madeasofthelatestsignature date(the“CommencementDate”)betweentheParties.

BETWEEN:

(1)    SOFTBANK GROUP CORP., a Japanese corporation with its registered office at 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan (the “Licensor”);and

(2)    SBE Global, LP, a Delaware limited partnership with its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America (the“Licensee”).

WHEREAS:

(A)    TheLicensor is theregistered owneroftheMarks (as defined below) and theLicensee wishes to use the Permitted Marks (which include the Marks) for the furtherance of its business objectives with the express understanding that there may exist one or more third parties who have been using a trade name that is similar to oneor more of the Permitted Marks;

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