Browse EX-10 agreements

Execution Version

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 16, 2026, by and between FingerMotion, Inc., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such Buyer, a “Buyer” and, collectively, the “Buyers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Buyer (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the Buyers Senior Secured Convertible Notes due August 16, 2027, in the original principal amount of $5,000,000 (the “Notes”) and Common Stock purchase warrants (the “Warrants”).

The Company and each Buyer hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

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Execution Version

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 16, 2026 (this “Agreement”), is among FingerMotion, Inc., a Delaware corporation (“Debtor”), the holders of the Notes (as defined below) and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, as collateral agent (in such capacity, the “Agent” and, collectively with the holders of the Notes, the “Secured Parties”).

W I T N E S S E T H:

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WHEREAS, Debtor and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”), entered into that certain Securities Purchase Agreement dated as of August 16, 2026 (the “Securities Purchase Agreement”), pursuant to which Debtor agreed to issue to Alto Notes due August 16, 2027, in the original principal amount of $5,000,000 (the “Notes”);

WHEREAS, it is a requirement under the Securities Purchase Agreement that Debtor grant to the Secured Parties a security interest in substantially all of its assets to secure its obligations under the Notes;

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Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2026, by and between FingerMotion, Inc., a Delaware corporation, having an address at c/o FingerMotion, Inc., 111 Somerset Road, Level 3, Singapore (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Buyer, and each Buyer, severally and not jointly, desires to purchase from the Company securities of the Company as more fully described in this Agreement.

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Exhibit 10.3

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Execution Version

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COMMON STOCK PURCHASE WARRANT

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fingermotion, inc.

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Warrant Shares: 4,092,993	Initial Exercise Date: August 16, 2026 Issue Date: August 16, 2026

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Execution Version

**WARRANT CANCELLATION AGREEMENT **

This WARRANT CANCELLATION AGREEMENT (this “Agreement”) is entered into as of August 12, 2026, by and between Fortress Lending Fund II MA-CRPTF LP (“Warrantholder”), and Galaxy Gaming, Inc., a Delaware corporation (the “Company”).

**RECITALS **

A. Warrantholder is the holder of the right to acquire Twenty-Four Thousand Six Hundred Seventy-Three (24,673) Common Shares of the Company issued pursuant to that certain Warrant, dated November 15, 2021, by and between the Company and Warrantholder (the “Company Warrant”). Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Company Warrant.

B. On January 6, 2025, the Term Loan Agreement and all rights and obligations thereunder were terminated and the borrowings thereunder were repaid in full.

C. Warrantholder desires to cancel and terminate the Company Warrant held by Warrantholder and Warrantholder’s rights with respect to such Company Warrant in consideration of the cash payment set forth herein.

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**Execution Version **

**WARRANT CANCELLATION AGREEMENT **

This WARRANT CANCELLATION AGREEMENT (this “Agreement”) is entered into as of August 12, 2026, by and between Drawbridge Special Opportunities Fund LP (“Warrantholder”), and Galaxy Gaming, Inc., a Delaware corporation (the “Company”).

**RECITALS **

A. Warrantholder is the holder of the right to acquire Five Hundred Eighteen Thousand Eight Hundred Eighty (518,880) Common Shares of the Company issued pursuant to that certain Warrant, dated November 15, 2021, by and between the Company and Warrantholder (the “Company Warrant”). Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Company Warrant.

B. On January 6, 2025, the Term Loan Agreement and all rights and obligations thereunder were terminated and the borrowings thereunder were repaid in full.

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***Execution Version ***

**WARRANT CANCELLATION AGREEMENT **

This WARRANT CANCELLATION AGREEMENT (this “Agreement”) is entered into as of August 12, 2026, by and between Fortress Lending II Holdings LP (“Warrantholder”), and Galaxy Gaming, Inc., a Delaware corporation (the “Company”).

**RECITALS **

A. Warrantholder is the holder of the right to acquire Two Hundred Thirty-Four Thousand Seven Hundred Sixty-Seven (234,767) Common Shares of the Company issued pursuant to that certain Warrant, dated November 15, 2021, by and between the Company and Warrantholder (the “Company Warrant”). Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Company Warrant.

B. On January 6, 2025, the Term Loan Agreement and all rights and obligations thereunder were terminated and the borrowings thereunder were repaid in full.

C. Warrantholder desires to cancel and terminate the Company Warrant held by Warrantholder and Warrantholder’s rights with respect to such Company Warrant in consideration of the cash payment set forth herein.

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PERMANENT SUBSIDIARY AND EARNOUT ELECTION AGREEMENT

 

This Permanent Subsidiary and Earnout Election Agreement (“Agreement”) is entered into and effective as of August 13, 2026 (“Effective Date”), by and among:

SecureTech Innovations, Inc., a Wyoming corporation, with its mailing address at (“Parent Corporation”):

2355 Highway 36 West

Suite 400

Roseville, MN  55113

USA

AND:AI UltraProd, Inc., a Wyoming corporation and wholly owned subsidiary of the Parent Corporation, with its mailing address at (“Purchaser”):

2355 Highway 36 West

Suite 400

Roseville, MN  55113

USA

AND:Aiultraprod Group Limited (formerly, Jizhu Group Limited), a Hong Kong limited liability company, with its mailing address at (“Company”):

Rm. 1002

10th Floor

Easey Commercial Building

253-261

Hennessy Road, Wanchai

Hong Kong

AND:AIUP Holding Limited, a British Virgin Islands private limited company number 11725987, with its mailing address at (“Shareholder”):

Waterloo Industrial Estate

Bidford-Upon-Avon

Warwickshire

B50 4JH

United Kingdom

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2026, between Daré Bioscience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) the Registration Statement (as defined below) as to the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (as such terms are defined below) and (ii) an exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Common Warrants and Common Warrant Shares (as such terms are defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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PLACEMENT AGENCY AGREEMENT

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	August 14, 2026

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, NY 10019

Ladies and Gentlemen:

Introduction. Subject to the terms and conditions herein (this “Agreement”), Daré Bioscience, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of **$5,999,996.58 **of securities of the Company, including, but not limited to, registered shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), registered pre-funded warrants exercisable for shares of Common Stock (the “Pre-Funded Warrants” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and unregistered warrants exercisable for shares of Common Stock (the “Warrants”, and the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”) (the Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Warrants and Warrant Shares, coll

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2026, between Dermata Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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 each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August __, 2026, by and between Dermata Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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