Form 8-K
8-K — Game Your Game Inc.
Accession: 0001213900-26-112232
Filed: 2026-10-26
Period: 2026-10-23
CIK: 0002111846
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0309588-8k_game.htm (Primary)
EX-4.1 — AMENDMENT NO. 1 TO DEBT WARRANT ISSUED TO STREETERVILLE CAPITAL, LLC, DATED OCTOBER 23, 2026 (ea030958801ex4-1.htm)
EX-4.2 — AMENDMENT NO. 1 TO PREFERRED WARRANT ISSUED TO STREETERVILLE CAPITAL, LLC, DATED OCTOBER 23, 2026 (ea030958801ex4-2.htm)
EX-10.1 — EMPLOYMENT AGREEMENT BY AND BETWEEN GAME YOUR GAME, INC. AND WENDY LOUNDERMON, DATED OCTOBER 16, 2026 (ea030958801ex10-1.htm)
EX-10.2 — FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN GAME YOUR GAME, INC. AND SOUMYA DAS, DATED OCTOBER 16, 2026 (ea030958801ex10-2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0309588-8k_game.htm · Sequence: 1
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0002111846
0002111846
2026-10-23
2026-10-23
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (date
of earliest event reported): October 23, 2026
Game Your Game, Inc.
(Exact name of registrant
as specified in its charter)
Nevada
001-43419
81-4611894
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
405 Waverley Street,
Palo Alto, CA 94301
(Address of principal
executive offices and zip code)
(415) 223-4630
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
GYGY
The Nasdaq Stock Market LLC
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Warrants
On October 23, 2026, Game
Your Game, Inc. (the “Company”), entered into (i) an amendment (the “Debt Warrant Amendment”) to that certain
warrant to purchase 250,000 shares of the Company’s common stock (the “Debt Warrants”), dated March 31, 2026, issued
to Streeterville Capital, LLC (“Streeterville”); and (ii) an amendment (the “Preferred Warrant Amendment,” and
together with the Debt Warrant Amendment, the “Warrant Amendments”) to that certain warrant to purchase 1,250,000 shares of
the Company’s common stock (the “Preferred Warrants,” and together with the Debt Warrants, the “Warrants”),
dated June 30, 2026, issued to Streeterville.
Pursuant to the Warrant Amendments,
the Warrants’ exercise price was reduced to $1.00 per share, effective as of the Disclosure Date (as defined in the Warrant Amendments).
Further, in accordance with the Warrant Amendments, Streeterville agreed to waive the trigger of certain provisions included in other
agreements between it and the Company, including, but not limited to, that certain Securities Purchase Agreement dated March 31, 2026,
and that certain Securities Purchase Agreement, dated June 30, 2026.
Except as expressly amended
by the Warrant Amendments, the Warrant Amendments do not modify any other terms of the Warrants, and the Warrants remain in full force
and effective. The foregoing summary of the Warrant Amendments is not complete and is qualified in its entirety by the full text of the
Debt Warrant Amendment and Preferred Warrant Amendment filed herewith as Exhibits 4.1 and 4.2, respectively, which are incorporated by
reference herein.
The offering and sale of the
Warrants was not registered under the Securities Act of 1933, as amended, in reliance on an exemption from registration under Section
4(a)(2) of the Securities Act for private transactions.
Item 3.02. Unregistered Sales of Equity Securities.
The information included in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
and Related Employment Agreement
On
October 23, 2026, upon approval by the Company’s board of directors (the “Board”), the Company appointed Wendy Loundermon
as the Company’s Chief Financial Officer (and principal financial and accounting officer), succeeding Dominic Poole, who had served
as the Chief Financial Officer of the Company since December 2016, effective as of October 16, 2026. On the same date, Mr. Poole stepped
down from his position as Chief Financial Officer (and principal financial and accounting officer), and he will continue to serve as the
Vice President of Finance of the Company with no changes to his compensation.
Wendy
Loundermon, age 56, has more than 24 years of finance and accounting experience, including mergers and acquisitions, capital markets transactions,
SEC reporting (including registration statements and consolidated financial statements for multiple domestic and international entities),
PCAOB audits, tax compliance, and leadership of accounting, finance and human resources teams. Prior to this role, from March 2024 to
October 2026, she served as Chief Financial Officer of Grafiti LLC (“Grafiti”), a privately held company and the Company’s
former controlling stockholder, which is a wholly owned subsidiary of Grafiti Group LLC, a significant stockholder of the Company that
holds more than 5% of the Company’s issued and outstanding shares of common stock. From September 2019 to March 2024, Ms. Loundermon
served as Chief Financial Officer and a director of Inpixon (subsequently renamed to XTI Aerospace, Inc.), a former parent of the Company
prior to its assignment of the Company’s shares of common stock to Grafiti. Ms. Loundermon holds a B.S. in Accounting and an M.S.
in Taxation from George Mason University.
1
In
connection with her appointment, and following the approval of the Board upon recommendation of the compensation committee of the Board
(the “Compensation Committee”), the Company entered into an employment agreement with Ms. Loundermon (the “CFO Agreement”),
effective as of October 16, 2026, which sets forth the terms of Ms. Loundermon’s services as Chief Financial Officer (and principal
financial and accounting officer) and her compensation arrangement. Pursuant to the CFO Agreement, Ms. Loundermon will receive (i) a base
salary of $200,000; (ii) a one-time signing bonus of $25,000; (iii) a potential Acquisition Bonus (as defined herein), under which, subject
to certain limitations and adjustments, Ms. Loundermon is entitled to receive up to 1.0% (the “Bonus Percentage”) of the consideration
actually paid by the Company or any of its subsidiaries following the closing of a Board-approved strategic acquisition of more than 50%
of the voting equity, or all or substantially all of the business assets, of an unaffiliated third-party company, which, if applicable,
will be payable in cash in accordance with the terms and conditions of the CFO Agreement (the “Acquisition Bonus”), which
Bonus Percentage will be determined in the sole discretion of the Board or Compensation Committee; (iv) stock options to purchase 200,000
shares of the Company’s common stock under the Company’s 2026 equity incentive plan (the “Plan”), which will be
granted subject to the approval by the Board, and will vest ratably in equal installments over 48 months from the grant date, subject
to Ms. Loundermon’s continued employment with the Company through the applicable vesting date(s); and (v) certain other benefits,
including, but not limited to, reimbursement of reasonable business expenses in accordance with the Company’s policy, eligibility
for discretionary equity awards as may be approved by the Board or Compensation Committee under the Plan, equity award vesting acceleration
in certain cases, including with respect to a Change in Control (as defined in the CFO Agreement), and disability benefits, as set forth
in the CFO Agreement.
Ms.
Loundermon will serve as the Company’s Chief Financial Officer pursuant to the CFO Agreement for an initial term of twelve months,
which term renews automatically for successive twelve-month terms unless either party gives written notice of non-renewal at least 60
days before the end of the then-current term. The Company’s delivery of a notice of non-renewal under the CFO Agreement will constitute
a termination without Just Cause (as defined in the CFO Agreement), effective as of the expiration of the then-current term, and the expiration
of the CFO Agreement following Ms. Loundermon’s delivery of a non-renewal notice thereunder will be treated as a resignation other
than for Good Reason (as defined in the CFO Agreement). Further, the CFO Agreement may be terminated by the Company at any time with or
without Just Cause, or by Ms. Loundermon, with or without Good Reason, upon not less than 60 days’ prior written notice to the Company.
If Ms. Loundermon is terminated without Just Cause or resigns for Good Reason, she is entitled to: (i) continued payment of her base salary
for 12 months following termination, subject to customary payroll practices and withholdings; (ii) a lump sum payment within 45 days of
termination equal to 12 months of COBRA premiums for medical, dental, and vision coverage for Ms. Loundermon, her spouse, and her children;
(iii) acceleration of 100% of the then-unvested portion of her stock options and other equity-based awards as of immediately prior to
the termination date; (iv) payment of all accrued but unused vacation time; and (v) reimbursement of all outstanding unreimbursed business
expenses, which, with respect to clauses (i) through (iii) above, are subject to execution, delivery, and non-revocation of a general
release of claims against the Company. If Ms. Loundermon is terminated for Just Cause or she resigns without Good Reason, she is entitled
only to accrued base salary, accrued vacation and unreimbursed expenses. Ms. Loundermon is also subject to certain customary confidentiality
and trade secret obligations during and after the term of her employment, as well as a one-year post-termination non-solicitation of employees
covenant and a one-year post-termination non-solicitation of customers covenant.
The
foregoing summary of the CFO Agreement is not complete and is qualified in its entirety by the full text of the CFO Agreement filed herewith
as Exhibit 10.1, which is incorporated by reference herein.
In
connection with her appointment, Ms. Loundermon also entered into the Company’s standard form of indemnification agreement, the
form of which was filed as Exhibit 10.26 to the Company’s registration statement on Form S-1 (File No. 333-296763) filed with the
Securities and Exchange Commission on June 12, 2026, which is incorporated by reference herein.
2
There is no arrangement or
understanding between Ms. Loundermon and any other person pursuant to which she was selected as Chief Financial Officer (and principal
financial and accounting officer). Ms. Loundermon has no family relationships with any of the Company’s directors or executive officers,
and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Amendment to Chief Executive Officer
Employment Agreement
Also
on October 16, 2026, the Company, following the approval of the Board upon recommendation of the Compensation Committee, entered into
a First Amendment to Employment Agreement (the “Amendment”) with Soumya Das, the Company’s Chief Executive Officer,
which amended that certain Employment Agreement, dated as of April 16, 2026, by and between the Company and Mr. Das (the “Employment
Agreement”), pursuant to which Mr. Das serves as the Company’s Chief Executive Officer.
Among
other things, the Amendment: (i) increased Mr. Das’ base salary from $200,000 to $300,000, effective as of October 1, 2026; (ii)
increased Mr. Das’ aggregate maximum annual bonus opportunity from $50,000 to $200,000, which annual bonus will be payable in quarterly
installments, in the amounts allocated by the Board or Compensation Committee for each quarter, for each fiscal year of the Company beginning
on January 1, 2027, in cash or shares of the Company’s common stock under the Plan, at the discretion of the Board or Compensation
Committee, which annual bonus payment will be subject to the achievement of certain performance milestones established by the Board or
Compensation Committee within 60 days after the beginning of each fiscal year of the Company; (iii) modified the Acquisitive Transaction
Bonus (as defined in the Amendment) structure, such that, following the closing of a Board-approved strategic acquisition of more than
50% of the voting equity, or all or substantially all of the business assets, of an unaffiliated third-party company, where total consideration
(including the maximum contingent consideration) is equal to or in excess of $1.0 million, Mr. Das will receive an Acquisitive Transaction
Bonus equal to (a) 3.0% of the consideration actually paid by the Company up to and including $10.0 million, plus (b) 1.0% of the consideration
paid above $10.0 million up to and including $50.0 million, plus (c) any additional amount the Board or Compensation Committee determines
in its sole discretion for any consideration paid above $50.0 million, which Acquisitive Transaction Bonus will be payable in cash or
shares of the Company’s common stock under the Plan in the sole discretion of the Board or Compensation Committee, subject to Mr.
Das’ continued employment with the Company through the applicable payment date(s); (iv) increased the number of stock options to
be granted to Mr. Das under the Plan from a one-time grant of stock options to purchase 200,000 shares of the Company’s common stock,
which as of the date hereof have not been granted to Mr. Das, to two grants of stock options, each to purchase 500,000 shares of the Company’s
common stock (the “Initial Options” and “Additional Options,” respectively, and collectively, the “Options”),
each of which Options will be granted subject to the approval by the Board and pursuant to the terms and provisions of the Amendment and
the Plan, and subject to approval by the Board or Compensation Committee and Mr. Das’ continued employment with the Company through
the applicable grant date(s), and the Options will vest ratably in equal installments over 48 months from each of the applicable grant
date(s), subject to Mr. Das’ continued employment through each applicable vesting date(s); and (v) conformed certain provisions
to applicable California law.
Except as expressly amended
by the Amendment, the Amendment does not modify any other term of the Employment Agreement, and the Employment Agreement remains in full
force and effect. The foregoing summary of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment
filed herewith as Exhibit 10.2, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
4.1
Amendment No. 1 to Debt Warrant issued to Streeterville Capital, LLC, dated October 23, 2026.
4.2
Amendment No. 1 to Preferred Warrant issued to Streeterville Capital, LLC, dated October 23, 2026.
10.1+
Employment Agreement by and between Game Your Game, Inc. and Wendy Loundermon, dated October 16, 2026.
10.2+
First Amendment to Employment Agreement by and between Game Your Game, Inc. and Soumya Das, dated October 16, 2026.
10.3+
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-296763), filed with the Securities and Exchange Commission on June 12, 2026).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
+ Agreement with management or compensatory plan or arrangement.
3
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 26, 2026
Game Your Game, Inc.
By:
/s/ Soumya Das
Soumya Das
Chief Executive Officer
4
EX-4.1 — AMENDMENT NO. 1 TO DEBT WARRANT ISSUED TO STREETERVILLE CAPITAL, LLC, DATED OCTOBER 23, 2026
EX-4.1
Filename: ea030958801ex4-1.htm · Sequence: 2
Exhibit 4.1
GAME YOUR GAME, INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES
OF COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase
Shares of Common Stock (this “Amendment”), dated as of October 23, 2026 (the “Effective Date”),
is entered into by and between Game Your Game, Inc., a Nevada corporation (the “Company”), and Streeterville Capital,
LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are
parties to a Securities Purchase Agreement dated March 31, 2026 (the “Purchase Agreement”), pursuant to which the Company
issued a common stock purchase warrant (the “Warrant”);
WHEREAS, pursuant to Section 8 of the Warrant,
the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire
to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment
1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A5 thereof in its entirety
and replacing it with the following:
A5. “Exercise Price”
means $1.00 per Warrant Share for any exercise occurring during the period commencing on the Disclosure Date (as defined in Amendment
No. 1 to this Warrant) through the Expiration Date.
3. Disclosure. Within two (2) Trading Days
of the Effective Date, the Company will file a 424B “sticker update” to its registration statement on Form S-1 (File No. 333-296763)
to disclose this Amendment (the date of such filing, the “Disclosure Date”). Any failure by the Company to file such
sticker update within such period shall not constitute a breach of this Amendment or any other Transaction Document or a Trigger Event
(as defined in the Note).
4. Ratification of Warrant. Except as expressly
amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant,
as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after
the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words
of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all
matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State
of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents
the entire agreement of the parties and shall supersede any and all prior agreements, arrangements, and understandings between the parties
with respect to the subject matter herein.
9. Modification. This Amendment may not
be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
10. Consent and Waiver. The Investor hereby
(a) consents to this Amendment for all purposes of Section 4(v) of the Purchase Agreement and agrees that this Amendment shall not constitute
a Trigger Event or Event of Default (each as defined in the Note) or a breach of any Transaction Document, (b) waives any right it or
any of its affiliates may have, as a result of this Amendment, under Section 8 of the Purchase Agreement, Section 10 of the Securities
Purchase Agreement dated June 30, 2026 between the Company and the Investor, or any other most-favored-nation or similar provision, and
(c) waives any anti-dilution, price protection or similar adjustment to the conversion price, exercise price or number of shares issuable
under the Note, the Warrant (other than as expressly set forth in this Amendment) or any other security of the Company held by the Investor
or any of its affiliates that would otherwise result from this Amendment.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have caused
this Amendment to be duly executed and delivered as of the Effective Date.
COMPANY:
GAME YOUR GAME, INC.
By:
/s/ Soumya Das
Name:
Soumya Das
Title:
Chief Executive Officer
INVESTOR:
STREETERVILLE CAPITAL, LLC
By:
/s/ John Fife
Name:
John Fife
Title:
President
3
EX-4.2 — AMENDMENT NO. 1 TO PREFERRED WARRANT ISSUED TO STREETERVILLE CAPITAL, LLC, DATED OCTOBER 23, 2026
EX-4.2
Filename: ea030958801ex4-2.htm · Sequence: 3
Exhibit 4.2
GAME YOUR GAME, INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES
OF COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase
Shares of Common Stock (this “Amendment”), dated as of October 23, 2026 (the “Effective Date”),
is entered into by and between Game Your Game, Inc., a Nevada corporation (the “Company”), and Streeterville Capital,
LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are
parties to a Securities Purchase Agreement dated June 30, 2026 (the “Purchase Agreement”), pursuant to which the Company
issued a common stock purchase warrant (the “Warrant”);
WHEREAS, pursuant to Section 8 of the Warrant,
the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire
to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment
1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A5 thereof in its entirety
and replacing it with the following:
A5. “Exercise Price”
means $1.00 per Warrant Share for any exercise occurring during the period commencing on the Disclosure Date (as defined in Amendment
No. 1 to this Warrant) through the Expiration Date.
3. Disclosure. Within two (2) Trading Days
of the Effective Date, the Company will file a 424B “sticker update” to its registration statement on Form S-1 (File No. 333-296763)
to disclose this Amendment (the date of such filing, the “Disclosure Date”). Any failure by the Company to file such
sticker update within such period shall not constitute a breach of this Amendment or any other Transaction Document or a Trigger Event
(as defined in the Note).
4. Ratification of Warrant. Except as expressly
amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant,
as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after
the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words
of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all
matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State
of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents
the entire agreement of the parties and shall supersede any and all prior agreements, arrangements, and understandings between the parties
with respect to the subject matter herein.
9. Modification. This Amendment may not
be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
10. Consent and Waiver. The Investor hereby
(a) consents to this Amendment for all purposes of Section 4(v) of the Purchase Agreement and agrees that this Amendment shall not constitute
a Trigger Event or Event of Default (each as defined in the Note) or a breach of any Transaction Document, (b) waives any right it or
any of its affiliates may have, as a result of this Amendment, under Section 10 of the Purchase Agreement, Section 8 of the Securities
Purchase Agreement dated March 31, 2026 between the Company and the Investor, or any other most-favored-nation or similar provision, and
(c) waives any anti-dilution, price protection or similar adjustment to the conversion price, exercise price or number of shares issuable
under the Note, the Warrant (other than as expressly set forth in this Amendment) or any other security of the Company held by the Investor
or any of its affiliates that would otherwise result from this Amendment.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have caused
this Amendment to be duly executed and delivered as of the Effective Date.
COMPANY:
GAME YOUR GAME, INC.
By:
/s/ Soumya Das
Name:
Soumya Das
Title:
Chief Executive Officer
INVESTOR:
STREETERVILLE CAPITAL, LLC
By:
/s/ John Fife
Name:
John Fife
Title:
President
3
EX-10.1 — EMPLOYMENT AGREEMENT BY AND BETWEEN GAME YOUR GAME, INC. AND WENDY LOUNDERMON, DATED OCTOBER 16, 2026
EX-10.1
Filename: ea030958801ex10-1.htm · Sequence: 4
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement
(“Agreement”), dated October 16, 2026 (the “Effective Date”), is entered into by and between Game Your Game, Inc.
(the “Employer” or the “Company”) and Wendy Loundermon (the “Employee” or “Executive”).
WITNESSETH:
WHEREAS, Employer desires
to employ Employee to serve as Chief Financial Officer of the Company and Employee desires to be employed by Employer in such capacity
pursuant to the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration
of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:
1. EMPLOYMENT: DUTIES
AND RESPONSIBILITIES
Employer hereby employs Employee
as Chief Financial Officer. Employee shall perform those duties and hold those responsibilities that are usual and customary for a Chief
Financial Officer to perform and hold. Employee shall report directly to the Company’s Chief Executive Officer and shall serve as
the Company’s principal financial officer and principal accounting officer for purposes of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”),
including with respect to the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Employee shall have direct
access to the Audit Committee of the Board. Employee shall primarily perform her job duties remotely from her residence in Virginia, or
at such other location as Employee and the Company may mutually agree, and shall travel to the Company’s offices in Palo Alto, California
and elsewhere as reasonably required for the performance of her duties. Employee shall perform her duties using Company-issued or Company-approved
devices and in compliance with the Company’s information security policies, so as to protect the confidentiality of Company information,
including material non-public information.
2. FULL TIME EMPLOYMENT
Employee hereby accepts employment
by Employer, upon the terms and conditions contained herein, and agrees that during the term of this Agreement, the Employee shall devote
substantially all of her business time, attention, and energies to the business of the Employer. Except as may otherwise be approved by
Employer, during the term of this Agreement, Employee will not perform any services for any other business entity, whether such entity
conducts a business which is competitive with the business of Employer or is engaged in any other business activity; provided, however,
that nothing herein contained shall be construed as (a) preventing Employee from investing her personal assets in any business or businesses
which do not compete directly or indirectly with the Employer, provided such investment or investments do not require any services on
her part in the operation of the affairs of the entity in which such investment is made and in which her participation is solely that
of an investor, (b) preventing Employee from purchasing securities in any corporation whose securities are regularly traded, if such purchases
shall not result in her owning beneficially, at any time, more than 5% of the equity securities of any corporation engaged in a
business which is competitive, directly or indirectly, to that of Employer, (c) preventing Employee from volunteering her time or serving
on the Board of any non-competing entity, such as a school, non-profit, or community organization, or (d) preventing Employee from engaging
in any other activities, if she receives the prior written approval of the Company with respect to her engaging in such activities.
3. RECORDS
In connection with her engagement
hereunder, Employee shall accurately maintain and preserve all notes and records generated by Employee which relate to Employer and its
business and shall make all such reports, written if required, as Employer may reasonably require.
4. TERM
Employee’s employment
hereunder shall be for a single twelve (12) month period (the “Initial Term”), which shall commence on the Effective Date.
Thereafter, this Agreement shall automatically be renewed for additional twelve (12) month periods (the “Subsequent Term”),
unless and until either party terminates this Agreement pursuant to Section 14 hereof or either party delivers written notice of non-renewal
to the other party at least sixty (60) days prior to the end of the then-current term. The Company’s delivery of a notice of non-renewal
pursuant to this Section 4 shall constitute a termination of Employee’s employment by Employer without Just Cause, effective as
of the expiration of the then-current term, and Employee shall be entitled to the payments and benefits set forth in Section 14(a)(ii).
The expiration of this Agreement following Employee’s delivery of a notice of non-renewal shall be treated as a resignation other
than for Good Reason.
5. SALARY AND BONUS
As full compensation for the
performance of her duties on behalf of Employer, Employee shall be compensated as follows:
(i) Base Salary.
Employer shall pay Employee a base salary at the rate of Two Hundred Thousand Dollars ($200,000), which may be increased from time to
time as agreed by the Employer, subject to the approval of the Company’s Board of Directors (the “Board”), or a committee
thereof, payable on a monthly or semi-monthly basis as agreed by the Employee and Employer (“Base Salary”).
(ii) Signing Bonus.
In addition to Base Salary, Employee shall receive a one-time signing bonus in an amount of Twenty-Five Thousand Dollars ($25,000), which
will be paid to the Employee with the Employee’s first payroll after the Effective Date.
(iii) Additional Equity
Awards. Employee shall be eligible for additional grants of stock options or other equity awards in such amounts and on such terms
as may be approved by the Board (or its Compensation Committee), subject to the terms of the Company’s 2026 Equity Incentive Plan
(the “Plan”) and the applicable award agreement(s). The Board (or its Compensation Committee) will consider such awards at
least annually, but nothing in this Section 5(iii) shall confer or be deemed to confer any obligation by the Company to grant such additional
equity awards, which are subject to the sole discretion of the Board (or its Compensation Committee).
(iv) Transaction Bonus.
Following the closing of a strategic acquisition transaction approved by the Board with an unaffiliated third party company (“Target”)
and undertaken to advance the Company’s long term goals which may include expanding capabilities, entering new markets, acquiring
new technology or strengthening the Company’s financial position (an “Acquisitive Acquisition”) through the purchase
by the Company or any of its subsidiaries of either (x) more than fifty percent (50%) of the outstanding voting equity of such Target,
or (y) all or substantially all of such Target’s assets that are used in or useful to the business of such Target, Employee shall
be eligible to receive a bonus (an “Acquisitive Transaction Bonus”). The amount of any Acquisitive Transaction Bonus shall
equal a percentage, not to exceed one percent (1%), of the total transaction consideration actually paid by the Company or any of its
subsidiaries to the Target or its equity holders (“Paid Consideration”), as determined by the Board (or its Compensation Committee)
in its sole discretion within sixty (60) days after the closing of the applicable Acquisitive Acquisition (the “Bonus Percentage”),
which Acquisitive Transaction Bonus shall be payable in cash. For purposes of calculating Paid Consideration, consideration paid in the
form of securities or other non-cash property shall be deemed “paid” upon issuance or transfer and shall be valued as set
forth in the definitive transaction agreement or, if not so specified, at fair market value as reasonably determined by the Board (or
its Compensation Committee) in good faith. Paid Consideration shall exclude any indebtedness or other liabilities of the Target assumed
or repaid in connection with the Acquisitive Acquisition, and any amounts deposited into escrow or otherwise held back shall be deemed
paid only when and to the extent released to the Target or its equity holders. For clarity, a series of related transactions with the
same Target or its affiliates shall be treated as a single Acquisitive Acquisition. An Acquisitive Transaction Bonus shall be paid only
if Employee remains continuously employed by the Company through the date such Paid Consideration is paid; provided, however, that if
Employee’s employment is terminated by Employer without Just Cause, by Employee in a Resignation for Good Reason, or due to Employee’s
death or Disability, Employee (or her estate) shall remain entitled to the Acquisitive Transaction Bonus with respect to (A) any Acquisitive
Acquisition that closed prior to the date of such termination and (B) any Acquisitive Acquisition for which a definitive agreement was
entered into prior to the date of such termination and that closes thereafter, in each case payable as and when such installments would
otherwise have been paid. The Acquisitive Transaction Bonus shall be calculated and paid on Paid Consideration as and when such consideration
is paid, with the initial installment payable within thirty (30) days after the Board’s (or Compensation Committee’s) determination
of the Bonus Percentage, based on Paid Consideration paid at or prior to the date of such determination, and in no event later than March
15 of the calendar year following the calendar year in which the closing occurs, and subsequent installments payable within thirty (30)
days after each subsequent payment of consideration by the Company or any of its subsidiaries, including any installment, earnout, milestone,
deferred or holdback payment, in each case applying the Bonus Percentage to cumulative Paid Consideration. For purposes of calculating
each installment, cumulative Paid Consideration shall be reduced by any consideration returned to or recovered by the Company or any of
its subsidiaries (including through any purchase price adjustment or indemnification claim), and each installment shall equal the Acquisitive
Transaction Bonus calculated on such net cumulative Paid Consideration less the aggregate amount of all installments previously paid with
respect to such Acquisitive Acquisition; provided that no installment shall be less than zero. In no event shall any reduction in Paid
Consideration with respect to one Acquisitive Acquisition reduce any Acquisitive Transaction Bonus payable with respect to any other Acquisitive
Acquisition, or reduce Employee’s Base Salary or any other compensation, and Employee shall have no obligation to repay any Acquisitive
Transaction Bonus previously paid, except as required under any Clawback Policy of the Company or applicable law. The Board’s (or
Compensation Committee’s) determination of the Bonus Percentage shall be final and binding, and no determination by the Board (or
its Compensation Committee) under this Section 5(iv), including a determination that the Bonus Percentage shall be less than one percent
(1%) or zero, shall constitute a breach of this Agreement or give rise to Good Reason.
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6. EQUITY
(i) Stock Option Grant.
Subject to the approval of the Board (or the Compensation Committee of the Board, if composed solely of “non-employee directors”
within the meaning of Rule 16b-3 under the Exchange Act) and Employee’s continued employment with the Company through the applicable
grant date, Employee shall be entitled to a one-time grant of stock options to purchase 200,000 shares of common stock of the Company
(the “Options”), which will be granted subject to the approval by the Board pursuant to and in accordance with the terms and
conditions of the Plan. The Options will have an exercise price per share equal to the fair market value of a share of the Company’s
common stock on the grant date, as determined in accordance with the Plan, and will each vest ratably in equal installments over 48 months
from the applicable grant date, subject to Employee’s continued service through each applicable vesting date, as set forth in an
award agreement issued in accordance with the Plan and consistent with the terms of this Agreement. The Options shall be incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent
permitted thereunder, and any portion of the Options that does not qualify as incentive stock options shall be non-qualified stock options.
The Options described in this Section 6(i) are subject to, and shall not be effective unless and until they are approved by the Board
and following the execution of the applicable stock option award agreement(s) reflecting the grant of such Options to the Employee. Employee
shall also be eligible to participate in the equity-based incentive plans of the Company and may receive awards thereunder, as determined
by the Board (or its Compensation Committee) from time to time and subject to the terms and conditions of such plans and any award agreement
between the Company and Employee evidencing such awards. Notwithstanding the foregoing, nothing in this Section 6(i) shall confer or be
deemed to confer on the Employee any right to continue in the employ of, or to continue any other relationship with, the Company and/or
its subsidiaries, or limit in any way the right of the Company to terminate Employee’s employment or other relationship at any time
in accordance with this Agreement.
(ii) Change of Control.
In the event of a Change of Control, the vesting of each outstanding stock option or other equity-based award granted to Employee shall
automatically be accelerated so that 100% of the unvested shares covered by such award shall be fully vested upon the consummation of
the Change of Control.
A “Change of Control”
as used in this Agreement shall mean any of the following:
(i) any consummation of a reorganization,
consolidation, merger or sale of the Company in which the Company is not the continuing or surviving corporation or pursuant to which
shares of the Company’s stock would be converted into cash, securities or other property other
than a reorganization, consolidation, merger or sale in which the holders of the Company’s
voting stock immediately prior to such reorganization, consolidation, merger or sale continue
to hold at least 50% of the combined ownership of beneficial interest of common stock or other voting securities of the surviving corporation
immediately after such transaction; provided, however, that in no event shall any issuance of the Company’s securities for the purpose
of capital raising constitute a Change of Control; or
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(ii) the sale, lease, exchange
or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or
(iii) the consummation of a
complete liquidation or dissolution of the Company; or
(iv) the appointment of a trustee
in a Chapter 11 bankruptcy proceeding involving the Company or the conversion of such a proceeding into a case under Chapter 7; or
(v) the acquisition of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of an aggregate of 25% or more of the voting power of the Company’s
outstanding voting securities by any single person or group (as such term is used in Rule 13d-5 under the Exchange Act), unless such acquisition
was approved by the Board prior to the consummation thereof.
7. BUSINESS EXPENSES
The Employer will secure,
within a reasonably prompt period following the Effective Date, a Company credit card for Executive’s use for reasonable business
expenses during Executive’s employment. The Employer shall pay or reimburse the Employee for all reasonable business expenses incurred
by Employee in the performance of her duties hereunder including, but not limited to, lodging and travel expenses relating to Company
business, mobile phone and data usage, customer entertainment and certain pre-approved home office expenses not paid directly by the Company.
Reimbursement for the foregoing expenses will be made in accordance with regular Company policy then in effect and within a reasonable
period following Employee’s presentation of the details of, and proof of, such expenses.
8. FRINGE BENEFITS
(i) During the term of this
Agreement, Employer shall provide medical, dental, and vision insurance coverage to Employee, her spouse and her children, to the same
extent, and on the same terms and conditions, it shall provide such coverage to other senior management employees of the Company.
(ii) During the term of this
Agreement, Employee shall be permitted to participate in a 401K Plan when the Company makes one available, to the same extent, and on
the same terms and conditions, other senior management employees of the Company shall be permitted to participate.
(iii) During the term of
this Agreement, Employer shall provide to Employee four (4) weeks paid vacation days per year, which shall accrue monthly from the Effective
Date.
(iv) During the term of this
Agreement, Employer shall provide paid sick days to Employee, to the same extent, and on the same terms and conditions, it shall provide
such paid time off to other senior management employees of the Company.
9. SUBSIDIARIES
For the purposes of this Agreement
all references to business products, services and sales of Employer shall include those of Employer’s subsidiaries and/or affiliates.
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10. INVENTIONS
All systems, inventions, discoveries,
apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee’s employment
by Employer, whenever or wherever made, developed or conceived, and whether or not during business hours, which constitute an improvement,
on those heretofore, now or at any time during Employee’s employment, developed, manufactured or used by Employer in connection
with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Employer, or any
services to be performed by Employer or of any product which shall or could reasonably be manufactured or developed or marketed in the
reasonable expansion of Employer’s business, shall be and continue to remain Employer’s exclusive property, and Employee hereby
assigns, and agrees to assign, to Employer all of Employee’s right, title and interest therein, without any added compensation to
Employee, and upon the conception of any and every such invention, process, discovery or improvement and without waiting to perfect or
complete it, Employee promises and agrees that Employee will immediately disclose it to Employer and to no one else and thenceforth will
treat it as the property and secret of Employer.
Employee will also execute
any instruments requested from time to time by Employer to vest in it complete title and ownership to such invention, discovery or improvement
and will, at the request of Employer, do such acts and execute such instruments as Employer may require, but at Employer’s expense
to obtain Letters of Patent, trademarks or copyrights in the United States and foreign countries, for such invention, discovery or improvement
and for the purpose of vesting title thereto in Employer, all without any additional compensation of any kind to Employee. Employer hereby
notifies Employee that the provisions of this Section 10 do not apply to any inventions for which no equipment, supplies, facilities or
trade secret information of the Employer was used and which was developed entirely on the Employee’s own time, unless (x) such invention
relates to the past, actual or planned business or activities of the Employer, including, without limitation, research and development
or (y) such invention results in any way from any work performed by the Employee for the Employer.
11. CONFIDENTIAL INFORMATION
AND TRADE SECRETS
(i) All Confidential Information
shall be the sole property of Employer. Employee will not, during the period of her employment, or at any time thereafter, for any reason,
disclose to any person or entity or use or otherwise exploit for Employee’s own benefit or for the benefit of any other person or
entity any Confidential Information which is disclosed to Employee or which becomes known to Employee in the course of her employment
with Employer without the prior written consent of an officer of Employer except as may be necessary and appropriate in the ordinary course
of performing her duties to Employer during the period of her employment with Employer. For purposes of this Section 11(i), “Confidential
Information” shall mean any data or information belonging to Employer, other than Trade Secrets, that is of value to Employer and
is not generally known to competitors of Employer or to the public, and is maintained as confidential by Employer, including but not limited
to non-public information about Employer’s clients, executives, key contractors and other contractors and information with respect
to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing,
accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing,
no information will be deemed to be Confidential Information unless such information is treated by Employer as confidential and shall
not include any data or information of Employer that has been voluntarily disclosed to the public by Employer (except where such public
disclosure has been made without the authorization of Employer), or that has been independently developed and disclosed by others, or
that otherwise enters the public domain through lawful means.
(ii) All Trade Secrets
shall be the sole property of Employer. Employee agrees that during her employment with Employer and forever after her termination, Employee
will keep in confidence and trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or deliver any
Trade Secret, to any person or entity outside Employer without the prior written consent of the Board. For purposes of this Section 11(ii),
“Trade Secrets” shall mean any scientific, technical and non-technical data, information, formula, pattern, compilation, program,
device, method, technique, drawing, process, financial data, financial plan, product plan or list of actual or potential customers or
vendors and suppliers of Employer or any portion or part thereof, whether or not copyrightable or patentable, that is of value to Employer
and is not generally known to competitors of Employer or to the public, and whose confidentiality is maintained, including unpatented
and un-copyrighted information relating to Employer’s products, information concerning proposed new products or services, market
feasibility studies, proposed or existing marketing techniques or plans and customer consumption data, usage or load data, and any other
information that constitutes a trade secret under applicable law, in each case to the extent that Employer, as the context requires, derives
economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper
means by, other persons or entities who can obtain economic value from its disclosure or use.
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(iii) Notwithstanding any other
provision of this Agreement, nothing in this Agreement shall prohibit, restrict, or otherwise limit Executive from: (i) reporting possible
violations of federal or state law or regulation to, or filing a charge or complaint with, any governmental agency or regulatory authority,
including without limitation the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Congress, or any agency
Inspector General; (ii) communicating directly with, providing information (including documents) to, or participating in any investigation
or proceeding conducted by, any governmental agency or regulatory authority; (iii) receiving any monetary award or other relief in connection
with reporting information to a governmental agency or regulatory authority, including any award paid by the SEC pursuant to its whistleblower
program under Section 21F of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (including Rule 21F-17);
or (iv) making any disclosure that is protected under the whistleblower provisions of applicable federal or state law or regulation. Further,
nothing in this Agreement prevents Executive from disclosing the details relating to any claim of sexual assault or sexual harassment,
or from inquiring about, discussing or disclosing wages to the extent such activity is protected by applicable law. Executive is not required
to notify the Company prior to taking any action described in this Section, and the Company shall not retaliate against Executive for
engaging in any such protected activity. For the avoidance of doubt, the foregoing does not authorize Executive to disclose information
obtained through a communication that is protected by the attorney-client privilege without prior authorization from an officer of the
Company.
(iv) Executive shall not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose
of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. Additionally, if Executive files a lawsuit for retaliation by the Company for reporting
a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade
secret information in the court proceeding, provided that Executive files any document containing the trade secret under seal and does
not disclose the trade secret except pursuant to court order.
12. NON-SOLICITATION
OF EMPLOYEES
During the term of Employee’s
employment, Employee will not cause or attempt to cause any employee of Employer to cease working for Employer. However, this obligation
shall not affect any responsibility Employee may have as an employee of Employer with respect to the bona fide hiring and firing of Employer’s
personnel.
13. NON-SOLICITATION
OF CUSTOMERS AND PROSPECTIVE CUSTOMERS
Employee will not, during
the period of her employment, directly or indirectly, solicit the business of any customer of Employer for the purpose of, or with the
intention of, selling or providing to such customer any product or service in competition with any product or service sold or provided
by Employer. For a period of one year after the termination of Employee’s employment, Employee will not, directly or indirectly,
use any of the Employer’s Trade Secrets in order to induce any of the Employer’s customers to cease doing business with Employer
or to induce them to become the customer of any other person or entity.
14. TERMINATION
Employee’s employment
with Employer may be terminated as follows:
(a) Termination Without
Just Cause.
(i) Employer, in its sole discretion,
may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below), at any time, by notifying Employee
in writing of its decision to terminate her employment hereunder at any time and for any reason.
6
(ii) If Employer terminates
Employee’s employment hereunder without Just Cause, or Employee has a Resignation for Good Reason (as defined below), then, solely
with respect to clauses (1), (2) and (3) below, subject to Employee’s execution, delivery and non-revocation of a Release (as defined
in Section 14(e)) by the Release Deadline (as so defined) and Employee’s continued compliance with Sections 10, 11, 12 and 13 hereof,
Employer shall: (1) continue to pay to Employee her Base Salary then in effect, subject to customary payroll practices and withholdings,
for twelve (12) months; (2) within 45 days of termination or resignation, pay to Employee a lump sum equal to twelve (12) months of the
COBRA premiums that Employee would have to pay to maintain medical, dental, and vision insurance coverage for Employee, her spouse and
her children, to the same extent, and on the same terms and conditions as she had immediately prior to termination; (3) cause one hundred
percent (100%) of the then-unvested portion of each stock option and other equity-based award held by Employee to become fully vested
and, as applicable, exercisable, effective as of the date of termination or resignation (provided that any such unvested awards shall
remain outstanding, but shall not vest or become exercisable, until the Release becomes effective and irrevocable, and shall be forfeited
if the Release does not become effective and irrevocable by the Release Deadline); (4) upon termination or resignation, pay to Employee
the value of any accrued but unpaid vacation time; and (5) upon termination or resignation, pay to Employee any unreimbursed business
expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission
of any required documentation.
(b) Termination With Just
Cause.
(i) Employer may immediately
terminate Employee’s employment hereunder for Just Cause (as defined below) at any time upon delivery of written notice to Employee.
(ii) For purposes of this Agreement,
the phrase “Just Cause” means: (A) Failure or refusal to carry out the lawful duties of Employee described in Section 1 hereof
or any reasonable directions of the Company or the Board made in good faith which failure or refusal, if curable, is not cured within
ten (10) business days after written notice thereof from the Employer; (B) The commission by Employee of any act of gross negligence,
fraud or dishonesty causing material harm to the Employer, or any entities in which Employer owns a majority of the voting securities
(collectively, the “Affiliates”); (C) The procurement by Employee of personal gain or profit at the expense of the Employer
or from any transaction in which the Employee has an interest which is adverse to the interest of the Employer or any Affiliate, unless
Employee shall have obtained the prior written consent of the Company or the Board; (D) Unauthorized use or disclosure of the confidential
information or trade secrets of the Employer, except as may be required by law (in which event Employee shall promptly provide the Employer
with written notice of such legal requirement which shall be advance written notice where practicable); (E) A material breach by Employee
of this Agreement, which breach is not cured within ten (10) business days’ written notice from the Employer; (F) Conviction of,
or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof; (G)
Acts of violence directed at any present, former or prospective employee, independent contractor, vendor, customer or business partner
of the Employer; (H) The sale, possession or use of illegal drugs on the premises of the Employer or a client of the Employer; (I) Misappropriation
of the assets of the Employer or other acts of dishonesty related to the business of the Employer and resulting in a material adverse
effect on the Employer; or (J) Employee, on behalf of herself or the Employer, violates or orders the violation of any laws or governmental
regulations applicable to the business of the Employer, resulting in a material adverse effect on the Employer.
(iii) For purposes of this Agreement,
the phrase “Resignation for Good Reason” means that Employee may terminate her employment hereunder for Good Reason by providing
30 days prior written notice subject to the notice and cure period below. For purposes of this Agreement, “Good Reason” means:
(a) a material reduction in the Employee’s Base Salary, excluding any temporary reduction in salary that has been approved by the
Board and applied equally across all of the management team ; (b) a material diminution in the Employee’s title, authority, duties
or responsibilities, including, following a Change of Control, Employee ceasing to serve as the chief financial officer of the ultimate
parent entity of the Company or of the surviving or acquiring entity; (c) the requirement by the Company that the Employee relocate her
primary residence more than fifty (50) miles from her primary residence in Virginia as of the date of this Agreement; provided that business
travel, including periodic travel to and in-person attendance at the Company’s offices, shall not constitute Good Reason; (d) the
Company’s material breach of this Agreement; (e) a change in Employee’s reporting relationship such that Employee no longer
reports directly to the Company’s Chief Executive Officer (or, following a Change of Control, to the chief executive officer of
the ultimate parent entity); or (f) the Company’s failure to grant the Options in accordance with Section 6(i) or to provide the
indemnification and insurance coverage required by Section 20; provided that Good Reason based on any of the above shall exist only if
within ninety (90) days after Employee first becomes aware of the condition, the Employee notifies the Company in writing of the act or
omission constituting Good Reason, and the Company fails to correct or cure the act or omission within 30 days after receiving the Employee’s
written notice and Employee actually resigns her employment within thirty (30) days following the expiration of such cure period.
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(iv) If Employee’s employment
hereunder is terminated by Employer for Just Cause or Employee terminates her employment hereunder for any reason other than a Resignation
for Good Reason, Employer will be required to pay to Employee only that portion of her Base Salary, accrued but unused vacation pay that
has been earned through the date of termination, unreimbursed business expenses and travel expenses that are reimbursable under this Agreement
that have been incurred by Employee, subject to the submission of any required documentation.
(c) Disability and Death.
Subject to applicable law (including
any obligation of Employer to provide reasonable accommodation or protected leave), Employee’s employment hereunder will be terminated
immediately upon (i) Employee’s “Disability” for a period exceeding three (3) months in any twelve (12) month period,
or (ii) Employee’s death. For purposes of this Agreement, “Disability” means Employee’s incapacity due to any
physical or mental illness or injury, as determined by a licensed health care provider, which renders Employee unable to perform the essential
functions of her position, even with reasonable accommodation(s). Employee warrants, represents and agrees that, given the nature of her
role, holding open her position for a period in excess of those provided in this paragraph shall be presumed not to be a reasonable accommodation
and instead would impose an undue hardship on Employer. If Employee’s employment is terminated due to such Disability or death,
Employer will be required to pay to Employee or Employee’s estate, as the case may be, unrelated to any amounts that Employee may
receive pursuant to any short-term and long-term disability plans or life insurance plans (as applicable), her Base Salary for a period
of twelve (12) months, the value of any accrued but unpaid vacation pay earned through the date of termination, unreimbursed business
expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission
of any required documentation, and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of
any benefit under such plan. Employee or Employee’s estate, as the case may be, will not by operation of this provision forfeit
any rights in which Employee is vested at the time of Employee’s Disability or death.
(d) Voluntary Resignation.
Employee may resign her employment other than for Good Reason upon not less than sixty (60) days’ prior written notice to the Company
(the “Notice Period”). During the Notice Period, Employee shall continue to perform her duties and shall cooperate in good
faith in the orderly transition of her responsibilities, including the completion of any pending quarterly or annual financial close,
audit or review, and periodic report. The Company may, in its sole discretion, (i) waive all or any portion of the Notice Period and designate
an earlier termination date, or (ii) relieve Employee of some or all of her duties, titles and authority (including her designation as
principal financial officer) and place her on paid leave for all or any portion of the Notice Period. If the Company waives any portion
of the Notice Period, it shall continue to pay Employee’s Base Salary through the end of the original Notice Period. No such waiver,
change in duties, removal of titles or placement on leave shall constitute a termination without Just Cause or give rise to Good Reason,
and the termination shall be treated for all purposes of this Agreement as a resignation other than for Good Reason.
(e) Release. Any severance,
separation, or other post-termination payment or benefit payable by Employer under this Agreement beyond the amounts expressly required
by applicable law (such payments, collectively, the “Release Payments”) shall be conditioned upon Employee’s execution,
delivery, and non-revocation of a valid general release of claims in a form reasonably acceptable to Employer (a “Release”),
which Release must become effective and irrevocable no later than the sixtieth (60th) day following the date of Employee’s termination
(the “Release Deadline”). The Release shall not require Employee to release or waive (i) any right to the payments and benefits
provided under this Agreement, (ii) any right to indemnification or insurance coverage under Section 20, the Company’s governing
documents or any directors’ and officers’ liability insurance policy, (iii) any rights with respect to vested equity awards,
or (iv) any claim that cannot be waived as a matter of law. Any Release Payment that is conditioned upon the Release, and that would otherwise
be made prior to the Release Deadline, shall instead be paid on the first regular payroll date following the Release Deadline (with the
first such Release Payment including all amounts that would otherwise have been paid prior thereto); provided that, if the period beginning
on the date of Employee’s termination and ending on the Release Deadline spans two calendar years, such Release Payments shall commence
in the second calendar year to the extent required by Section 409A (as defined below).
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15. INJUNCTION
(i) Should Employee at any time
reveal, or threaten to reveal, any Confidential Information or Trade Secret of Employer, or in any way violate, or threaten to violate,
Section 12 or 13 of this Agreement, Employer shall be entitled to an injunction restraining Employee from doing, or continuing to do so,
or performing any such acts; and Employee hereby consents to the issuance of such an injunction without any requirement that Employer
post a bond.
(ii) In the event that a proceeding
is brought in equity to enforce the provisions of Sections 10 through 13, Employee shall not argue as a defense that there is an adequate
remedy at law, nor shall Employer be prevented from seeking any other remedies which may be available.
(iii) The existence of any claim
or cause of action by Employer against Employee, or by Employee against Employer, whether predicated upon this Agreement or otherwise,
shall not constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall be litigated separately.
16. ARBITRATION
(i) In the event that there
shall be a dispute among the parties arising out of or relating to this Agreement, or the breach thereof (a “Dispute”), the
parties agree that such Dispute shall be resolved by final and binding arbitration before a single arbitrator in Richmond, Virginia (or
within 25 miles thereof), administered by the American Arbitration Association (the “AAA”), in accordance with AAA’s
Employment ADR Rules then in effect. The arbitrator’s decision shall be final and binding upon the parties, and may be entered and
enforced in any court of competent jurisdiction by either of the parties. The arbitrator shall have the power to grant temporary, preliminary
and permanent relief, including without limitation, injunctive relief and specific performance. Nothing in this Agreement shall be construed
to require arbitration of any claim or dispute that, as a matter of applicable law, cannot be subject to mandatory arbitration or that
is within the exclusive jurisdiction of a government agency.
(ii) The Company shall bear
only such costs and expenses of the arbitration, including arbitration and arbitrator fees as the Company is required to bear under applicable
law. Except as otherwise provided by statute, Employee and the Company are responsible for their respective attorneys’ fees incurred
in connection with enforcing this Agreement. Employee and the Company agree that, to the extent permitted by law, the arbitrator may,
in his or her discretion, award reasonable attorneys’ fees to the prevailing party.
17. SECTION 409A COMPLIANCE
(i) This Agreement is intended
to comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”).
To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in
such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B)
of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event
may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary,
Employee shall not be considered to have terminated employment with Employer unless she would be considered to have incurred a “termination
of employment” from Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).
(ii) Notwithstanding the foregoing,
if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”)
concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would
otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh
month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that
would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period
of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section
1274(d) of the Code on the date of termination. For purposes of Section 17 hereof, Employee shall be a “specified employee”
for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if she is a “key
employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of Employer at any time during
the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December
31.
9
(iii) All reimbursements provided
under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement
that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in
this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the
calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or
exchange for another benefit.
18. CLAWBACK ACKNOWLEDGMENT
The Employee acknowledges
that she is or may be subject to any policy established by the Company providing for clawback or recovery of amounts that were paid to
the Employee (a “Clawback Policy”). Any determination for clawback or recovery shall be made in the Company’s sole discretion
in accordance with the terms of the applicable Clawback Policy and applicable law or regulation. Any action by the Company to recover
compensation from the Employee in accordance with the applicable Clawback Policy from the Employee shall not, whether alone or in combination
with any other action, event or condition, be deemed (i) a Resignation for Good Reason or serve as a basis for a claim of constructive
termination under any benefits or compensation arrangement applicable to the Employee, or (ii) to constitute a breach of a contract or
other arrangement to which the Employee is a party. This Section 18 is a material term of this Agreement.
19. PARACHUTE PAYMENTS.
Notwithstanding any other
provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any payment or benefit to be provided to the
Employee (whether pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect
to such excise tax (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then
the Payments shall be either:
(a) delivered in full, or
(b) delivered as to such lesser extent
which would result in no portion of the Payments being subject to the Excise Tax,
whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive,
on an after-tax basis, of the greatest amount of Payments. In the event that the Payments are required
to be reduced pursuant to the foregoing sentence, the Payments shall be reduced in the following order, in each case in a manner that
complies with Section 409A: first, cash payments that are not subject to Section 409A, in reverse chronological order of payment; second,
cash payments that are subject to Section 409A, in reverse chronological order of payment; third, payments attributable to the accelerated
vesting of equity awards, in reverse order of grant; and fourth, all other Payments, on a pro rata basis.
Any determination required under this Section
shall be made in good faith by an independent certified public accounting firm, compensation consulting firm or tax counsel selected by
the Company (the “Firm”), whose determination shall be conclusive and binding upon the Executive and the Company. The Company
shall bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section.
10
20. INDEMNIFICATION
AND D&O INSURANCE
(i) Indemnification.
The Company will enter into its standard form of indemnification agreement with the Employee on or about the Effective Date, and will
indemnify Employee to the fullest extent permitted under Nevada law and the Company’s articles of incorporation and bylaws.
(ii) D&O Insurance.
During Employee’s employment and for a period of not less than six (6) years thereafter (and, if longer, for so long as Employee
may be subject to any Proceeding by reason of her service), the Company shall maintain directors’ and officers’ liability
insurance covering Employee as an insured on terms, including as to scope of coverage, exclusions, limits and retentions, no less favorable
than those provided to any other current or former director or executive officer of the Company. In connection with any Change of Control,
or any other event or transaction following which the Company will not maintain such coverage, the Company (or its successor) shall obtain
a “tail” policy providing such coverage for a period of not less than six (6) years following such event or transaction. The
Company shall provide Employee with copies of the applicable policies upon request and shall promptly notify Employee of any cancellation,
non-renewal or material reduction of such coverage. As used in this Section 20(ii), “Proceeding” means any threatened, pending
or completed action, suit, claim, arbitration, inquiry, investigation or other proceeding, whether civil, criminal, administrative, regulatory
or investigative, arising by reason of the fact that Employee is or was an officer, employee or agent of the Company or any of its subsidiaries.
(iii) Non-Exclusivity; Survival.
The rights provided in this Section 20 are in addition to, and not in lieu of, any other rights Employee may have under the Company’s
governing documents, any insurance policy, any agreement, vote of stockholders or disinterested directors, or applicable law, and shall
not be limited or impaired by any amendment to the Company’s governing documents that is adverse to Employee with respect to any
act or omission occurring prior to such amendment. No Release or other waiver of claims required under this Agreement shall release or
waive Employee’s rights under this Section 20. This Section 20 shall survive the termination of Employee’s employment and
the expiration or termination of this Agreement for any reason, shall be binding on the Company’s successors and assigns, and shall
inure to the benefit of Employee’s heirs, executors and administrators.
21. MISCELLANEOUS
If any provision of this
Agreement shall be declared, by a court of competent jurisdiction or arbitrator, to be invalid, illegal or incapable of being enforced
in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any covenant or provision
so expressed herein.
The parties hereto have made
no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. The provisions
of this Agreement may not be amended, supplemented, waived, or changed orally, but only in writing and signed by Employee and a duly authorized
officer of the Company.
The rights, benefits, duties
and obligations under this Agreement shall inure to, and be binding upon, the Employer, its successors and assigns, and upon the Employee
and her legal representatives, heirs and legatees. This Agreement constitutes a personal service agreement, and the performance of the
Employee’s obligations hereunder may not be transferred or assigned by the Employee.
Employee agrees to abide by
Employer’s rules and regulations as detailed in the Employee Handbook and an Employment, Confidential Information, Invention Assignment,
and Arbitration Agreement, Code of Business Ethics, Clawback Policy, Electronic Access Policy, and Drug-Free Workplace Policy Statement,
as either currently in effect or subsequently adopted.
The failure of either party
to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver
or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No
waiver of any term or condition of this Agreement, on the part of either party, shall be effective for any purpose whatsoever unless such
waiver is in writing and signed by such party.
11
The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws of the Commonwealth of Virginia, without reference to its
conflict-of-law rules.
Following the termination
of Employee’s employment for any reason, Employee shall reasonably cooperate with the Company, upon reasonable notice and at reasonable
times that do not unreasonably interfere with Employee’s subsequent employment, in connection with (a) the orderly transition of
her duties, (b) the preparation, review and filing of the Company’s periodic reports and the audit or review of its financial statements
for any period during which Employee was employed, and (c) any litigation, investigation or regulatory proceeding relating to matters
within Employee’s knowledge or responsibility. The Company shall reimburse Employee for reasonable, pre-approved out-of-pocket expenses
incurred in providing such cooperation.
All notices under this Agreement
shall be in writing and shall be deemed given when delivered personally, one business day after deposit with a nationally recognized overnight
courier, or when sent by email with confirmation of transmission, in each case addressed to the Company at its principal executive office
(Attention: Chief Executive Officer, with a copy, which shall not constitute notice, to the Company’s outside counsel) and to Employee
at the most recent home address and personal email address on file with the Company.
[SIGNATURE PAGE FOLLOWS]
12
IN WITNESS WHEREOF, this
employment agreement is dated as of the date set forth above.
EMPLOYER
GAME YOUR GAME, INC.
By:
/s/ Soumya Das
Soumya Das
Chief Executive Officer
EMPLOYEE
/s/ Wendy Loundermon
Wendy Loundermon
13
EX-10.2 — FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN GAME YOUR GAME, INC. AND SOUMYA DAS, DATED OCTOBER 16, 2026
EX-10.2
Filename: ea030958801ex10-2.htm · Sequence: 5
Exhibit 10.2
FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT
This FIRST
AMENDMENT, dated effective as of October 1, 2026 (this “Amendment”), is made to that certain
Employment Agreement, entered into on April 16, 2026 (the “Agreement”), by and between Game Your
Game, Inc., a Nevada corporation (the “Company”), and Soumya Das (the
“Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them
in the Agreement.
WHEREAS, the Company
and the Employee desire to amend certain provisions of the Agreement contained in Sections 5, 6, 10, 11 and 14 thereof concerning, among
other things, the Employee’s Base Salary and bonuses.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Amendments.
a. Section
5 of the Agreement is hereby amended and restated in its entirety to read as follows:
“As full compensation for the performance
of his duties on behalf of Employer, Employee shall be compensated as follows:
(i) Base
Salary. Employer shall pay Employee a base salary at the rate of Three Hundred Thousand Dollars ($300,000) effective as of October
1, 2026, which may be increased from time to time as agreed by the Employer, subject to the approval of the Company’s Board of Directors
(the “Board”), or a committee thereof, payable on a monthly or semi-monthly basis as agreed by the Employee
and Employer (“Base Salary”).
(ii) Bonuses.
Effective as of January 1, 2027, in addition to Base Salary, Employee shall be eligible for an annual bonus in an amount of $200,000 (the
“Annual Bonus”) for each fiscal year of the Company (the “Yearly Period”), which may
be payable in cash or shares of common stock of the Company issued under the Plan (as defined in Section 6(i)), or any successor plan,
valued at a price per share determined by the Board or Compensation Committee in good faith, at the Board’s discretion, subject
to the completion of certain performance milestones to be established in writing by the Board or Compensation Committee, after considering
Employee’s input (which shall not be binding on the Board or Compensation Committee), no later than sixty (60) days after the commencement
of each Yearly Period, which milestones shall specify the portion of the Annual Bonus allocable to each calendar quarter of such Yearly
Period; provided that any delay in establishing such milestones shall not constitute a breach of this Agreement or Good Reason (as defined
below), and the Board or Compensation Committee shall establish such milestones as promptly as practicable thereafter. Achievement of
the performance milestones established by the Board or Compensation Committee shall be determined by the Board or Compensation Committee,
as applicable, in good faith, on a quarterly basis, and the applicable portion of the Annual Bonus described in this Section 5(ii) shall
be deemed earned upon such determination. The Annual Bonus, as allocated by the Board or Compensation Committee, shall be payable quarterly
based on the performance milestones achieved for such quarter in the applicable Yearly Period, as determined in accordance with this Section
5(ii), and prorated for any period less than a full quarter. Except as set forth in Section 14 herein, any portion of the Annual Bonus
earned for a Yearly Period’s calendar quarter will be paid within sixty (60) days of the close of such calendar quarter.
(iii) Transaction Bonus.
Following the closing of a strategic acquisition transaction approved by the Board with an unaffiliated third party company (“Target”)
and undertaken to advance the Company’s long term goals which may include expanding capabilities, entering new markets, acquiring
new technology or strengthening the Company’s financial position (generally an “Acquisitive Acquisition”)
through the purchase of either (x) more than fifty percent (50%) of the outstanding voting equity of such Target, or (y) all or substantially
all of such Target’s assets that are used in or useful to the business of such Target, with total transaction consideration (including
the maximum amount of any contingent consideration) equal to or in excess of $1 million, Employee shall be awarded a bonus (an “Acquisitive
Transaction Bonus”) in an amount equal to the sum of: (A) three percent (3%) of the total transaction consideration actually
paid by the Company to the Target or its equity holders (“Paid Consideration”) up to and including $10,000,000;
plus (B) one percent (1%) of the portion of Paid Consideration exceeding $10,000,000, up to and including $50,000,000; plus (C) with respect
to any portion of Paid Consideration exceeding $50,000,000, such additional amount, if any, as may be determined by the Board or Compensation
Committee in its sole discretion, as the case may be, which Acquisitive Transaction Bonus shall be payable in cash or shares of common
stock of the Company, the form of which payment will be determined by the Board or Compensation Committee in its sole discretion, as the
case may be. For purposes of calculating Paid Consideration, consideration paid in the form of securities or other non-cash property shall
be deemed “paid” upon issuance or transfer and shall be valued as set forth in the definitive transaction agreement or, if
not so specified, at fair market value as reasonably determined by the Board in good faith. Paid Consideration shall exclude any indebtedness
or other liabilities of the Target assumed or repaid in connection with the Acquisitive Acquisition, and any amounts deposited into escrow
or otherwise held back shall be deemed paid only when and to the extent released to the Target or its equity holders. For clarity, each
percentage in clauses (A) and (B) shall apply only to the incremental portion of Paid Consideration within the applicable range. The tiers
in clauses (A) through (C) shall apply separately to each Acquisitive Acquisition; provided that a series of related transactions with
the same Target or its affiliates shall be treated as a single Acquisitive Acquisition. The Acquisitive Transaction Bonus shall be earned
only if, and at the time that, the corresponding Paid Consideration is paid by the Company, and only if Employee remains continuously
employed by the Company through the date such Paid Consideration is paid. The Acquisitive Transaction Bonus shall be calculated and paid
on Paid Consideration as and when such consideration is paid, with the initial installment payable within sixty (60) days after the closing
based on Paid Consideration paid at or prior to closing, and subsequent installments payable within sixty (60) days after each subsequent
payment of consideration by the Company, including any installment, earnout, milestone, deferred or holdback payment, in each case applying
the percentages in clauses (A) through (C) to cumulative Paid Consideration. For purposes of calculating each installment, cumulative
Paid Consideration shall be reduced by any consideration returned to or recovered by the Company or any of its subsidiaries (including
through any purchase price adjustment or indemnification claim), and each installment shall equal the Acquisitive Transaction Bonus calculated
on such net cumulative Paid Consideration less the aggregate amount of all installments previously paid with respect to such Acquisitive
Acquisition; provided that no installment shall be less than zero. If the amount so calculated would be less than zero, the absolute value
of such amount (a “Shortfall”) shall reduce, dollar for dollar, any Acquisitive Transaction Bonus that subsequently
becomes payable with respect to any other Acquisitive Acquisition, and any such subsequent Acquisitive Transaction Bonus shall be earned
only to the extent it exceeds any Shortfall then outstanding. Any amount of a Shortfall applied to reduce another Acquisitive Transaction
Bonus shall be treated as a reduction in the installments previously paid with respect to the Acquisitive Acquisition giving rise to such
Shortfall. In no event shall any Shortfall be recovered from, or reduce, Employee’s Base Salary, Annual Bonus or any other compensation,
and Employee shall have no obligation to repay any Acquisitive Transaction Bonus previously paid.”
2
b. Section
6(i) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(i) Stock Option Grant.
Subject to the approval of the Board (or the Compensation Committee of the Board, if composed solely of “non-employee directors”
within the meaning of Rule 16b-3 under the Exchange Act) and Employee’s continued employment with the Company through the applicable
grant date, Employee shall be entitled to (A) an initial grant of stock options to purchase 500,000 shares of common stock of the Company
(the “Initial Options”); and (B) an additional grant of stock options to purchase 500,000 shares of common stock
of the Company (the “Additional Options,” and together with the Initial Options, the “Options”),
each of which will be granted subject to the approval by the Board and pursuant to and in accordance with the terms and conditions of
the Company’s 2026 Equity Incentive Plan (the “Plan”). The Options will have an exercise price per share
equal to the fair market value of a share of the Company’s common stock on the applicable grant date(s), as determined in accordance
with the Plan, and will each vest ratably in equal installments over 48 months from the applicable grant date(s), subject to Employee’s
continued service through each applicable vesting date(s), as set forth in an award agreement issued in accordance with the Plan and consistent
with the terms of this Agreement. The Options shall be incentive stock options within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), to the maximum extent permitted thereunder, and any portion of the Options that does
not qualify as incentive stock options shall be non-qualified stock options. The Options described in this Section 6(i) are subject to,
and shall not be effective unless and until they are approved by the Board and following the execution of the applicable stock option
award agreement(s) reflecting the grant of such Options to the Employee. Employee shall also be eligible to participate in the equity-based
incentive plans of the Company and may receive awards thereunder, as determined by the Compensation Committee of the Company from time
to time and subject to the terms and conditions of such plans and any award agreement between the Company and Employee evidencing such
awards. Notwithstanding the foregoing, nothing in this Section 6(i) shall confer or be deemed to confer on the Employee any right to continue
in the employ of, or to continue any other relationship with, the Company and/or its subsidiaries, or limit in any way the right of the
Company to terminate Employee’s employment or other relationship at any time in accordance with this Agreement.”
c. Section
10 of the Agreement is hereby amended by deleting the last sentence thereof in its entirety and replacing it with the following:
“Employer hereby notifies Employee,
in accordance with California Labor Code Section 2872, that the provisions of this Section 10 do not apply to any invention that Employee
developed entirely on Employee’s own time without using Employer’s equipment, supplies, facilities or trade secret information,
except for those inventions that either (x) relate, at the time of conception or reduction to practice of the invention, to Employer’s
business, or actual or demonstrably anticipated research or development of Employer, or (y) result from any work performed by Employee
for Employer.”
d. Section
11(iii) of the Agreement is hereby amended by inserting the following sentence immediately after the words “applicable federal or
state law or regulation.”:
“Further, nothing in this Agreement
prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination
or any other conduct that Executive has reason to believe is unlawful, or from inquiring about, discussing or disclosing wages or working
conditions to the extent such activity is protected by applicable law.”
3
e. Clause
(2) of Section 14(a)(ii) of the Agreement is hereby amended by replacing the words “within 45 days of termination or resignation”
with the words “within the time required by California Labor Code Sections 201 and 202”.
f. Section
14(c) of the Agreement is hereby amended by (A) inserting the words “Subject to applicable law (including any obligation of Employer
to provide reasonable accommodation or protected leave),” at the beginning of the first sentence thereof, and (B) deleting in its
entirety the sentence beginning “Employee warrants, represents and agrees that holding open his position”.
2. No
Other Amendments. Except as expressly modified by this Amendment, the terms and provisions of the Agreement shall remain unmodified
and in full force and effect.
3. Conflicting
Terms. Wherever the terms and conditions of this Amendment and the terms and conditions of the Agreement are in conflict, the
terms of this Amendment shall be deemed to supersede the conflicting terms of the Agreement.
4. Headings.
The headings used in this Amendment are for convenience and reference purposes only and are not to be considered in construing or interpreting
the scope or intent of this Amendment.
5. Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. PDF or other electronic transmission of execution copies or signature pages for this Amendment shall be legal,
valid and binding execution and delivery for all purposes.
[Signature Page Follows]
4
IN WITNESS WHEREOF,
the undersigned have executed and delivered this Amendment as of the date first written above.
The Company:
Game YOUR GAME, INC.
By:
/s/ Adam Benson
Name:
Adam Benson
Title:
Director
The Employee:
/s/ Soumya Das
Soumya Das
5
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
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