Browse EX-10 agreements

AMENDED AND RESTATED SECURITY AGREEMENT

This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 25, 2024 (this “Agreement”), is among FireFly Automatix, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company from time to time party hereto by execution of an Additional Debtor Joinder (as defined below) (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of (i) the Company’s 15% Senior Secured Convertible Debentures due 18 months following their issuance on January 19, 2023, in the original aggregate principal amount of $2.0 million and (ii) the Company’s 15% Senior Secured Convertible Debentures due 12 months following their issuance, in the original aggregate principal amount of up to $2.0 million, of which $1.0 million was issued on July 25, 2024 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

W I T N E S S E T H:

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Exhibit 10.3

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FIRST AMENDMENT

TO

FIREFLY AUTOMATIX, INC. 2016 STOCK PLAN

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This First Amendment to FireFly Automatix, Inc. 2016 Stock Plan (this “Amendment”) is adopted by the Board of Directors (the “Board”) of FireFly Automatix, Inc., a Delaware corporation (“Company”).

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WHEREAS, the Board and stockholders of the Company (the “Stockholders”) previously adopted the Company’s 2016 Stock Plan dated effective as of February 10, 2016 (the “Plan”), a copy of which is attached hereto as Exhibit A;

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WHEREAS, Section 11(b) of the Plan provides that the Plan may be amended by the Board subject to approval by the Stockholders if the amendment increases the number of shares of common stock of the Company available for issuance under the Plan; and

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WHEREAS, in accordance with Section 11(b) of the Plan, the Board now desires to amend the Plan to increase the number of shares of common stock of the Company subject to the Plan from 5,000,000 to 7,235,215.

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Exhibit 10.30

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2026, between FireFly Automatix, Inc., a Delaware corporation (the “Company”), and FF Opportunities 5 LLC (including its successors and assigns, “Purchaser”).

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein (the “April 2020 Transaction Documents”);

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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 OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: June 18, 2025

Original Conversion Price (subject to adjustment herein): $5.5674

$1,000,000

15% SENIOR SECURED CONVERTIBLE DEBENTURE

DUE JANUARY 31, 2027

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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 OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: June 1, 2026

Original Conversion Price (subject to adjustment herein): $5.5674

$3,000,000

15% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JANUARY 31, 2028

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SUBORDINATION AGREEMENT

January 19, 2023

FF Opportunities 3 LLC

17 State Street #2100

New York, NY 10004

FF Opportunities 2 LLC

17 State Street #2100

New York, NY 10004

Ladies and Gentlemen:

The undersigned lenders and/or warrant holders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of FireFly Automatix, Inc., a Delaware corporation (the “Company” or the “Borrower”)) and/or all direct and indirect subsidiaries (each, a “Borrower” and collectively referred to herein as “Borrowers”) and desire that FF Opportunities 4 LLC (the “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lender may deem proper, and continue to extend such financial accommodations to the Borrowers. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated January 19, 2023 between the Company and the Senior Lender (the “Purchase Agreement”). For the purpose of inducing Senior Lender to extend credit to

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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 OR OTHER LOAN SECURED BY SUCH SECURITIES.

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SUBORDINATION AGREEMENT

June 1, 2026

FF Opportunities 5 LLC

One Penn Plaza, Suite 4810

New York, NY 10119

Ladies and Gentlemen:

The undersigned lenders and/or warrant holders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of FireFly Automatix, Inc., a Delaware corporation (the “Company” or the “Borrower”) and/or all direct and indirect subsidiaries (each, a “Borrower” and collectively referred to herein as “Borrowers”) and desire that FF Opportunities 5 LLC (the “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lender may deem proper, and continue to extend such financial accommodations to the Borrowers. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated June 1, 2026 between the Company and the Senior Lender (the “Purchase Agreement”). For the purpose of inducing Senior Lender to extend additional credit to the Borrowers and, at any time or from time to time, at Senior Len

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**THIRD AMENDMENT **

TO

CONVERTIBLE NOTE PURCHASE AGREEMENT

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This Third Amendment to Convertible Note Purchase Agreement, dated September 14, 2026, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and The Access Fund I, LP, a Delaware limited partnership (the “Purchaser”) (this “Amendment”), is effective September 1, 2026.

W I T N E S S E T H:

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WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated September 1, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, and a Second Amendment, dated on or around September 8, 2025, the “Note Purchase Agreement”); and

WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.

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**THIRD AMENDMENT **

TO

CONVERTIBLE NOTE PURCHASE AGREEMENT

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This Third Amendment to Convertible Note Purchase Agreement, dated September 14, 2026, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and Rick Hackel, an individual (the “Purchaser”) (this “Amendment”), is effective September 1, 2026.

W I T N E S S E T H:

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WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated August 23, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, and a Second Amendment, dated on or around September 8, 2025, the “Note Purchase Agreement”); and

WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.

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