Browse EX-10 agreements

SHARE EXCHANGE AGREEMENT

 

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of April 2, 2026, by and among GolfSuites 1, Inc., a Delaware corporation (the “Company”), Grafiti LLC, a Nevada limited liability company (“Grafiti”), and Game Your Game, Inc. (“GYG”), a Nevada corporation. Each of the Company, Grafiti and GYG may be referred to herein as a “Party” and collectively the “Parties”, upon the following premises:

 

WHEREAS, Grafiti holds shares of common stock of GYG, representing approximately 75% of the issued and outstanding capital stock of GYG.

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PLEDGE AGREEMENT

 

This Pledge Agreement (this “Agreement”) is entered into as of December 31, 2025 by and between Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”), and Grafiti LLC, a Nevada limited liability company (“Pledgor”).

 

A. Game Your Game, Inc., a Delaware corporation (“Borrower”), has issued to Secured Party that certain Secured Promissory Note of even date herewith in the face amount of $575,000.00 (the “Note”).

 

B. The Note was issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Borrower and Secured Party (the “Purchase Agreement”).

 

C. Pledgor hereby desires to pledge pursuant to this Agreement all shares of common stock in Borrower owned by Pledgor which represent not less than sixty percent (60%) of the outstanding shares of common stock of the Borrower, after giving effect to any permitted sale or transfer pursuant to Section 5(a)(vi) (the “Pledged Shares”) as additional collateral under the Note.

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CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”) is made as of December 16, 2016 (the “Effective Date”) between Game Your Game, Inc., a Delaware corporation (the “Company”), located at 653 Bryant Street, San Francisco, CA 94107 and Dominic Poole (the “Consultant”).

 

RECITAL

 

Consultant desires to perform, and Company desires to have Consultant perform, consulting services as an independent contractor to Company.

NOW, THEREFORE, the parties agree as follows:

 

1. Services.

 

(a) Performance. Consultant shall perform the consulting services (the “Services”) described in detail on Exhibit A to this Agreement (the “Project Description”) in a workmanlike and professional manner, and with a level of skill commensurate with the requirements of this Agreement. The parties may desire that Consultant provide additional services and, in such case, the parties shall enter supplemental Project Descriptions which upon execution shall be made part of this Agreement and incorporated herein by reference.

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FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Game Your Game, Inc., a Nevada corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).

 

WHEREAS, Indemnitee is a director and/or an officer of the Company or the Company expects Indemnitee to join the Company as a director and/or an officer of the Company;

 

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

 

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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AMENDMENT TO

 

GAME YOUR GAME, INC.

 

2016 EQUITY INCENTIVE PLAN

This Amendment (this “Amendment”) to the Game Your Game, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), is made effective as of 31 March, 2021 (the “Effective Date”). Captialized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the 2016 Plan.

WHEREAS, the Board of Directors (the “Board”) of Game Your Game, Inc., a Delaware corporation (the “Company”) adopted, and the stockholders of the Company approved, the 2016 Plan on December 20, 2016;

WHEREAS, the Board has the authority to amend the 2016 Plan pursuant to and in accordance with Section 13.3 of the 2016 Plan; and

WHEREAS, the Board desires to amend the 2016 Plan to decrease the number of Shares reserved and available for grant and issuance under the 2016 Plan.

NOW, THEREFORE, the 2016 Plan is hereby amended as follows, effective as of the Effective Date:

 

The first sentence of Section 2.1 of the 2016 Plan is hereby amended and restated in its entirety to read as follows:

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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

 

 

 

 

 

 

 

 

STOCKHOLDERS’ AGREEMENT

 

of

 

GAME YOUR GAME, INC.

 

April 9, 2021

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

1

Section 1.01 Definitions.

1

Section 1.02 Interpretation.

5

 

 

ARTICLE II MANAGEMENT

6

Section 2.01 Board Composition.

6

Section 2.02 [Intentionally Omitted.]

6

Section 2.03 Committees.

6

Section 2.04 Steering Committee.

7

 

 

ARTICLE III ANTI-DILUTION

7

Section 3.01 Anti-Dilution Protection.

7

 

 

ARTICLE IV TRANSFER

8

Section 4.01 General Restrictions on Transfer.

8

Section 4.02 Permitted Transfers.

8

Section 4.03 Right of First Refusal.

9

Section 4.04 Drag-along Rights.

11

 

 

ARTICLE V Purchase Option

12

Section 5.01 Purchase Option.

12

Section 5.02 Exercise Price.

12

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STOCK ASSIGNMENT AGREEMENT

THIS STOCK ASSIGNMENT AGREEMENT (this “Agreement”) is made as of [●], 2026 (the “Effective Date”), by and between Grafiti LLC, a Nevada limited liability company (the “Transferor”) and Grafiti Group LLC, a Nevada limited liability company (the “Transferee”). Transferee and Transferor hereby agree as follows:

Recitals

WHEREAS, Transferor holds 10,896,773 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Game Your Game, Inc., a Nevada corporation (the “Company”);

 

WHEREAS, Transferor is a party to that certain Stockholders’ Agreement, dated April 9, 2021, by and among the Company and the signatory parties thereto (the “Stockholders’ Agreement”), which Stockholders’ Agreement was transferred and assigned to the Transferor in accordance with the Contribution, Assignment and Assumption Agreement, dated December 21, 2023 by and between Inpixon and Transferor;

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Security Agreement

This Security Agreement (this “Agreement”), dated as of December 31, 2025, is executed by Game Your Game, Inc., a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).

 

A. Debtor has issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in the original face amount of $575,000.00 (the “Note”).

 

B. In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and to grant Secured Party a security interest in the Collateral (as defined below).

 

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees with Secured Party as follows:

 

1. Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:

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Game Your Game, Inc.

2016 EQUITY INCENTIVE PLAN

 

Adopted by the Board on December 20, 2016

 

Approved by Shareholders on December 20, 2016

 

 

 

 

 

 

 

GAME YOUR GAME, INC.

2016 EQUITY INCENTIVE PLAN

As Adopted on December 20, 2016

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries (if any) by offering eligible persons an opportunity to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

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SECOND AMENDMENT dated June 4, 2026 to the AGREEMENT AND PLAN OF MERGER between AI Technology Group Inc., a Nevada, USA company and Biomed 360 Solutions Corp., a BC Canada company, and AVM Biotechnology Inc., a Washington State USA company, dated for reference July 31, 2025 (“Merger Agreement”).

 

This Second Amendment to the Merger Agreement replaces and supersedes the First Amendment to the Merger Agreement dated January 26, 2026.

 

1.1 Definitions

 

“Investment Obligations” in the Merger Agreement shall be updated for longer merger timelines stemming from Financial Audit obligations as follows:

 

"Investment Obligations" means the minimum loan amounts required under the Investment Agreement on dates and tranches below:

 

 

(a)

The parties confirm and acknowledge $1,000,000 in Tranche 1 loans has been provided by August 1, 2025, with such loans convertible into Parent Shares at the rate of $1.00 per share at the Effective Time. Tranche 1 was provided by BioMed360 on behalf of Parent.

 

 

 

 

(b)

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FS BANCORP, INC.

2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

RS No. _______________ Grant Date: _______________

This award of Restricted Stock (“Restricted Stock Award”) is granted by FS Bancorp, Inc. (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the FS Bancorp, Inc. 2026 Equity Incentive Plan, as amended from time to time (“Plan”).  The Plan is incorporated herein by reference. Capitalized terms included herein that are not defined in this Agreement shall have the meaning ascribed to them in the Plan.

Restricted Stock Award.  The Company makes this award of Restricted Stock of [Number] Shares to the Grantee on the date noted above (the “Grant Date”).  These Shares are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 2, 3 and 4 of this Agreement and in Article VI of the Plan.

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FS BANCORP, INC.

2026 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

NQSO No. _______________ Grant Date: _______________

This Non-Qualified Stock Option Award (“NQSO”) is granted by FS Bancorp, Inc. (“Company”) to [Name] (“Option Holder”) in accordance with the terms of this Non-Qualified Stock Option Award Agreement (“Agreement”) and subject to the provisions of the FS Bancorp, Inc. 2026 Equity Incentive Plan, as amended from time to time (“Plan”).  The Plan is incorporated herein by reference. Capitalized terms included herein that are not defined in this Agreement shall have the meaning ascribed to them in the Plan.

NQSO Award.  The Company grants to Option Holder NQSOs to purchase [Number] Shares at an Exercise Price of $[Number] per Share on the date noted above (the “Grant Date”).  These NQSOs are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 5 and 6 of this Agreement and in Article V of the Plan.

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