Browse EX-10 agreements

INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of December 31, 2025, is made by Game Your Game, Inc., a Delaware corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

 

A.

Debtor issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time (the “Note”), pursuant to a certain Securities Purchase Agreement of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

 

B.

In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into that certain Security Agreement of even date herewith by and between Debtor and Secured Party (the “Security Agreement”) and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.

 

C.

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GAME YOUR GAME, INC. 2026 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT

 

Unless otherwise defined herein, the terms defined in the Game Your Game, Inc. 2026 Equity Incentive Plan (as it may be amended from time to time, the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).

 

Participant Name: Address:

 

The undersigned Participant has been granted an Option to purchase Common Stock of Game Your Game, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

 

Grant Number:

 

 

 

 

 

Date of Grant:

 

 

 

 

 

Vesting Commencement Date:

 

 

 

 

 

Exercise Price per Share (in U.S. Dollars):

 

 

 

 

 

Total Number of Shares Subject to Option:

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Note Purchase Agreement

 

This Note Purchase Agreement (this “Agreement”), dated as of December 31, 2025, is entered into by and between Game Your Game, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

 

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

 

B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $575,000.00 (the “Note”).

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***Certain information in this document has been excluded

pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is

not material and is the type the registrant treats as private or

confidential. Such omitted information is indicated by brackets (“[***]”)

in this exhibit.***

Co-Marketing and Collaboration Agreement

This Co-Marketing and Collaboration Agreement (this “Agreement”) is entered into effective as of April 2, 2026 (“Effective Date”) by and between Game Your Game, Inc., a Nevada corporation (“GYG”) and GolfSuites 1, Inc. a Delaware corporation (“Golf Suites”). GYG and GolfSuites may hereinafter be referred to, collectively, as the “Parties”.

 

RECITALS

WHEREAS, GYG is engaged in the development and commercialization of golf technology products, including the GameGolf KZN AI product;

 

WHEREAS, GolfSuites is operating golf entertainment facilities and expanding its offerings to its customers;

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GUARANTY

 

This GUARANTY, made effective as of March 31, 2026, is given by Nadir Ali, an individual (“Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively “Investor”).

 

PURPOSE

 

A. Game Your Game, Inc., a Nevada company (“Company”), has issued to Investor that certain Secured Promissory Note of even date herewith in the original principal amount of $1,135,000.00 (the “Note”).

 

B. The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

 

C. Guarantor is a significant stockholder and officer of Borrower and will materially benefit from the credit evidenced by the Note and other financial accommodations granted to Borrower pursuant to the Note.

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Game Your Game, Inc.

 

2026 EQUITY INCENTIVE PLAN

 

1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provide additional incentive to Employees, Directors, and Consultants, and (c) to promote the success of the Company’s business.

 

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares.

 

2. Definitions. As used herein, the following definitions will apply:

 

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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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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