Browse EX-10 agreements

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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Thunder Bridge Capital Partners V, Ltd.

9912 Georgetown Pike, Suite D203

Great Falls, Virginia 22066

 

May 19, 2026

 

TBCP V, LLC

9912 Georgetown Pike, Suite D203

Great Falls, Virginia 22066

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

We are pleased to accept the offer TBCP V, LLC (the “Subscriber” or “you”) has made to purchase 7,503,750 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 978,750 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Article

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Exhibit 10.2

FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of          , 2026, is made and entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together with any person or entity who becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company has 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,125,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of, 2026, by and between ARES ACQUISITION CORPORATION III, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies and corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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Exhibit 10.8

____________________, 2026

Ares Acquisition Corporation III c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in such Underwriting Agreement (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant. Each whole warrant (each, a “Public Warran

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Exhibit 10.5

ARES ACQUISITION CORPORATION III

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

[●], 2026

Ares Acquisition Holdings III LP

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

Ladies and Gentlemen:

This letter agreement (this “Letter”) by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Sponsor”) dated as of the date set forth above, confirms our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date, the “**Termina

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Exhibit 10.7

Ares Acquisition Corporation III

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, New York 10167

March 31, 2026

Ares Acquisition Holdings III LP c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, New York 10167

RE:Securities Subscription Agreement

Ladies and Gentlemen:

We are pleased to accept the offer Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for and purchase 2,875,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares,” and, together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 375,000 Shares of which are subject to surrender and cancellation by you, as further described in Section 3.1 below, if the underwriters of the initial public offering (“IPO”) of Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “**Over-allotment Opt

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Exhibit 10.6

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: Up to $400,000.00

Dated as of March 31, 2026

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made on [  ], 2026 by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-tenth of one redeemable warrant, has been declared effective as of the date of this Agreement by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in the Underwriting Agreement (together, the “Underwriters”);

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CONFIDENTIAL

[****], 2026

Ares Acquisition Corporation III

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

Attn: David B. Kaplan

Re:Engagement of Services

Dear Mr. Kaplan:

This will confirm the basis upon which Ares Acquisition Corporation III (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to provide consulting and advisory services (the “Engagement”), including in connection with Client’s initial public offering (“IPO”) of its securities (the “Transaction”).In connection with the Engagement, AMCM will: (i) review the deal structure and terms and related structuring advice related to the Transaction; and (ii) assist Client with selecting underwriters for the Transaction.

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