Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of November 21, 2025 is by and between DirectBooking Technology Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”) and Xincheng Zhu (the “Indemnitee”).

WHEREAS, Indemnitee is a director or officer of the Company and in such capacity renders valuable services to 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 is available; and

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INDEPENDENT DIRECTOR AGREEMENT

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THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of November 21, 2025 (the “Effective Date”), is by and between DirectBooking Technology Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), and Xincheng Zhu, an individual (the “Director”).

RECITALS

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WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

AGREEMENT

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NOW, THEREFORE, in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such committees of the Board to which the Director may be appointed from time to time and as chair of one or more committees to which the Director may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

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THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY 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.

UNSECURED PROMISSORY NOTE

Principal Amount: $191,475.00	Date: August 13, 2026

FOR VALUE RECEIVED, Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Maker”), hereby promises to pay to the order of HWei Super Speed Co. Ltd., a British Virgin Islands business company, or its registered assigns or successors in interest (the “Payee”), the principal sum of One Hundred Ninety-One Thousand Four Hundred Seventy-Five Dollars ($191,475.00) in lawful money of the United States of America, on the terms and conditions described below.

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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;

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

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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:

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

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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

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 16, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 16, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from FingerMotion, Inc., a Delaware corporation (the “Company”), up to 4,092,993 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated August 16, 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

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Execution Version

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: August 16, 2026

Original Principal Amount: $5,000,000

SENIOR SECURED CONVERTIBLE NOTE

DUE AUGUST 16, 2027

THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Notes of FingerMotion, Inc., a Delaware corporation (the “Company”), having its principal place of business at c/o FingerMotion, Inc. 111 Somerset Road, Level 3, Singapore 238164, designated as its Senior Secured Convertible Note due August 16, 2027 (this note, the “Note” and, collectively with the other notes of such series, 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.

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 Buyer, severally and not jointly, hereby agree as follows:

Article I.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“Action” shall have the meaning assigned to such term in Section 3.1(j).

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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.

AGREEMENT

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. **Representations and Warranties of **Warrantholder. Warrantholder hereby makes to the Company, as of the date hereof (except to the extent any representation or warranty is made as of a different date, as of such different date), the following representations and warranties:

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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.

AGREEMENT

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. **Representations and Warranties of **Warrantholder. Warrantholder hereby makes to the Company, as of the date hereof (except to the extent any representation or warranty is made as of a different date, as of such different date), the following representations and warranties:

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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.

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.

AGREEMENT

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. **Representations and Warranties of **Warrantholder. Warrantholder hereby makes to the Company, as of the date hereof (except to the extent any representation or warranty is made as of a different date, as of such different date), the following representations and warranties:

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