Browse EX-10 agreements

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AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of June 17, 2026 (this "Agreement") among FPLF NS Holdings Finance LLC, as Borrower (the "Borrower"), FPLF NS Holdings Finance DAC, as Subsidiary Guarantor (the "Subsidiary Guarantor"), FPLF NS Holdings Finance CM LLC, as Servicer (the "Servicer"), the Lenders party hereto, The Bank of Nova Scotia, as Administrative Agent (the "Administrative Agent"), U.S. Bank Trust Company, National Association, as Collateral Agent (the "Collateral Agent") and Collateral Administrator (the "Collateral Administrator") and U.S. Bank National Association, as Custodian (the "Custodian").

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS SECURED CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Principal Amount: $______________

 

Issue Date: ___________, 2026

SECURED PROMISSORY NOTE

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SECURED NOTE PURCHASE AGREEMENT

This SECURED NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of ________, 2026, by and between SurgePays, Inc., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133 (the “Company”), the Guarantors (as defined below) from time to time party hereto (together with the Company, collectively, the “Note Parties” and each a “Note Party”) and __________________ (the “Buyer”) as an investor.

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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PROMISSORY NOTE III

 

Date: September 30, 2025

 

Borrower:

Ambitious Entertainment Inc of, Vancouver, British Columbia (the “Borrower”)

 

 

Lender:

Kirk Shaw. of, Vancouver, British Columbia (the “Lender”)

Principal Amount: up to $900,000 USD From time-to-time Lender will loan funds to borrower on an as needed basis to cover operating expenses and other productions costs. The interest will be calculated annually based on the balance as of December 31st, 2023, December 31, 2024, December 31, 2025, and December 31, 2026.

 

 

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of the note as of the calendar year end in USD. Interest payable will be calculated on the unpaid principal amount at the rate of 10% per annum, calculated yearly not in advance, beginning on December 31, 2023.

 

 

 

 

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PROMISSORY NOTE II

 

Date: December 31, 2023

 

Borrower:

Ambitious Entertainment Inc of, Vancouver, British Columbia (the “Borrower”)

 

 

Lender:

Kirk Shaw. of, Vancouver, British Columbia (the “Lender”)

 

Principal Amount: up to $300,000 USD From time-to-time Lender will loan funds to borrower on an as needed basis to cover operating expenses and other productions costs. The interest will be calculated annually based on the balance as of December 31st, 2023, December 31, 2024, December 31, 2025, and December 31, 2026.

 

 

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of the note as of the calendar year end in USD. Interest payable will be calculated on the unpaid principal amount at the rate of 10% per annum, calculated yearly not in advance, beginning on December 31, 2023.

 

 

 

 

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ADVISORY BOARD AGREEMENT

 

This ADVISORY BOARD AGREEMENT (this “Agreement”) dated as of April 22, 2026 is by and between Ambitious Entertainment, Inc., a Nevada corporation (the “Company”), and Robert Franke, a natural person and a resident of the Federal Republic of Germany (the “Advisor”).

 

RECITALS:

 

WHEREAS, the Company desires to retain the Advisor for its advisory board (the “Advisory Board”); and

 

WHEREAS, the Advisor is willing to serve on the Advisory Board upon the terms and conditions herein set forth.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Advisor hereby agree as follows:

 

1. Retention. The Company hereby retains the Advisor to serve on the Advisory Board until removed by the Board or until the Advisor resigns.

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PROMISSORY NOTE

(this “Note”)

 

Date: December 31st,2023

 

Borrower:

Ambitious Entertainment Inc of, Vancouver,British Columbia (the “Borrower”)

 

 

Lender:

Kirk Shaw. of, Vancouver, British Columbia (the “Lender”)

 

 

Principal Amount:

$255,087.67 USD

 

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $255,087.67 USD with interest payable on the unpaid principal at the rate of 10.00 percent per annum, calculated yearly not in advance, beginning on January 1st, 2024.

 

 

This Note will be repaid as following: when the company gets does a financing with 25% of any financing going towards loan repayment until it is all paid, or December 31st, 2026 in full.

 

 

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PROMISSORY NOTE II

 

Date: December 31, 2023

 

Borrower:

Ambitious Entertainment Inc of, Vancouver, British Columbia (the “Borrower”)

 

 

Lender:

JC3 Production (the “Lender”)

 

 

Principal Amount:

$25,000 USD

 

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $25,000 USD with interest payable at the rate of 10% per annum, calculated yearly not in advance, beginning on December 31, 2023.

 

 

This Note will be repaid as following: when the company obtains financing through a third party. Once funding is received, 25% of any financing will be applied to the loan repayment until it is paid in full, or December 31st, 2026, in full.

 

 

 

 

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PROMISSORY NOTE (this “Note”)

 

Date: December 31st, 2022

 

Borrower:

AMBITIOUS ENTERTAINMENT INC. of VANCOUVER, BC (the “Borrower”)

 

 

Lender:

ROOTS PROPERTIES INC of, VANCOUVER, BC, (the “Lender”)

 

 

Principal Amount:

$211,489.87 USD

 

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $211,489.87USD, with interest payable on the unpaid principal at the rate of 10.00 percent per annum, calculated yearly not in advance, beginning on January 1st,2023.

 

 

This Note will be repaid as following: when the company gets does a financing with 25% of any financing going towards loan repayment until it is all paid, or December 31st, 2025, in full.

 

 

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BOARD MEMBER AGREEMENT

 

BOARD MEMBER AGREEMENT (this “Agreement”) made as of January 16, 2026, by and between Ambitious Entertainment, Inc., a company incorporated under the law of the State of Nevada (the “Company” or “we” and its correlatives), and Patricio Rabuffetti, a natural person with residence in Madrid, Spain (“Director” or “you” and its correlatives).

 

WHEREAS, the Company wishes for Director to join its board of directors (the “Board of Directors”) and Director wishes to join the Board of Directors and to provide such services to the Company to fulfil the obligations of a director in accordance with the Company’s articles of incorporation, its bylaws, the provisions of the Nevada Revised Statutes and this Agreement.

 

WHEREAS, the appointment of Director as a director of the Company has been approved by the Board of Directors;

 

NOW THEREFORE, in consideration of the premises and for the good and valuable considerations the parties hereby agree as follows:

 

SECTION 1. Services.

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BOARD MEMBER AGREEMENT

 

BOARD MEMBER AGREEMENT (this “Agreement”) made as of January 16, 2026, by and between Ambitious Entertainment, Inc., a company incorporated under the law of the State of Nevada (the “Company” or “we” and its correlatives), and Owen May, a natural person resident in the State of New York (“Director” or “you” and its correlatives).

 

WHEREAS, the Company wishes for Director to join its board of directors (the “Board of Directors”) and Director wishes to join the Board of Directors and to provide such services to the Company to fulfil the obligations of a director in accordance with the Company’s articles of incorporation, its bylaws, the provisions of the Nevada Revised Statutes and this Agreement.

 

WHEREAS, the appointment of Director as a director of the Company has been approved by the Board of Directors;

 

NOW THEREFORE, in consideration of the premises and for the good and valuable considerations the parties hereby agree as follows:

 

SECTION 1. Services.

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is entered into and made effective as of April 1, 2026, by and among Ambitious Entertainment, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D 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;

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