MRDN 8-K
Meridian Holdings Inc./NV (MRDN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
MERIDIAN HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices)(zip code)
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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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:
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| The (The NASDAQ Capital Market) |
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.
Tenth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital
As previously disclosed in the Current Report on Form 8-K filed by Meridian Holdings Inc., formerly Golden Matrix Group, Inc. (the “Company”, “we” and “us”), with the Securities and Exchange Commission (the “SEC”) on April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the “MeridianBet Purchase Agreement”) with Aleksandar Milovanović (“Milovanović”), Zoran Milošević (“Milošević”) and Snežana Božović (“Božović”, and collectively with Milovanović and Milošević, the “Meridian Sellers”), the former owners of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, “MeridianBet Group”). Pursuant to the Purchase Agreement, on April 9, 2024 (the “Closing Date”), and effective on April 1, 2024, we acquired 100% of MeridianBet Group.
Božović is a member of the Board of Directors of the Company and an officer of MeridianBet Group; Milošević is the Chief Executive Officer of MeridianBet Group and the Chief Executive Officer of the Company and Milovanović is a greater than 5% stockholder of the Company.
As part of the consideration for the acquisition, we agreed to pay the Sellers, among other consideration, (a) a total of $10,000,000, twelve (12) months after the Closing Date (the “12 Month Non-Contingent Post-Closing Consideration”); (b) $10,000,000, eighteen (18) months after the Closing Date (the “18 Month Non-Contingent Post-Closing Cash Consideration”); and (c) $15 million pursuant to certain Promissory Notes issued on the Closing Date (the “Notes”), payable $13,125,000 to Aleksandar Milovanović, $1,250,000 to Zoran Milošević and $625,000 to Snežana Božović.
The Notes accrue interest at seven percent (7%) per annum (twelve percent (12%) upon the occurrence of an event of default); with monthly interest payments of all accrued interest due on the first day of each calendar month until the maturity date of such Notes; and provided for all outstanding principal and unpaid interest due and payable in full 24 months after the closing date (April 9, 2026), provided that such Notes were previously extended to have a maturity date of November 9, 2026. If we fail to make any payment of principal, interest or other amount due under the Notes within three business days of the date due and payable, we agreed to pay the holder of the Note a late charge equal to 8% of the amount of such payment which was not paid.
On and effective on September 28, 2026, we and the Meridian Sellers entered into a Tenth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Tenth Amendment”), which amended the MeridianBet Purchase Agreement to confirm that all $10 million of the 12 Month Non-Contingent Post-Closing Cash Consideration and $9,374,328 of the 18 Month Non-Contingent Post-Closing Cash Consideration had been paid by the Company to the Meridian Sellers (in cash or stock) as of the date of the entry into such Tenth Amendment and to provide that the $625,672 of 18 Month Non-Contingent Post-Closing Cash Consideration still owed to the Meridian Sellers would be due and payable by November 1, 2031, or earlier in the discretion of the Company, and that such amount would not accrue interest.
Additionally, on and effective on September 28, 2026, the Meridian Sellers and the Company entered into a Second Amendment to Promissory Notes (the “Second Notes Amendment”), which amended each of the Notes to (a) extend the due date thereof to November 1, 2031, (b) amend the Notes to not accrue interest, unless or until an event of default occurs thereunder in which case the principal amount of the Notes accrues interest at the rate of the lesser of 12% per annum and the maximum amount provided by applicable law; and (c) to not require monthly interest payments.
The foregoing description of the Tenth Amendment and Second Notes Agreement is not complete and is subject to, and qualified in its entirety by reference to the Tenth Amendment and Second Notes Agreement, attached hereto as Exhibits 2.1 and 10.1, respectively, which are incorporated in this Item 1.01 by reference in their entirety.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) Appointment of New Principal Financial and Principal Accounting Officer
On October 2, 2026, the Board of Directors of the Company promoted Mr. Zhe ‘Scott’ Yan, the Company’s financial accounting manager, to the roles of Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer of the Company, effective immediately.
In connection with such promotion, Mr. William Scott, the President, Chief Financial Officer, Treasurer and Chairman of the Board of Directors of the Company, ceased serving as Principal Financial Officer and Principal Accounting Officer of the Company effective October 2, 2026. Mr. Scott continues to serve as President, Chief Financial Officer, Treasurer and Chairman of the Board of Directors of the Company.
Mr. Yan is not party to any material plan, contract or arrangement (whether or not written) with the Company that was entered into in connection with his appointment and there are no arrangements or understandings between Mr. Yan and any other person pursuant to which Mr. Yan was selected to serve as an officer of the Company, nor is Mr. Yan a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There are no family relationships between any director or executive officer of the Company, including Mr. Yan.
It is expected that Mr. Yan will receive an annual salary of $280,000 Australian dollars per year for his services as Chief Accounting Officer of the Company. Mr. Yan is party to a February 7, 2022 Offer of Employment with Global Technology Group Pty Ltd. (“GTG”), amended on June 1, 2025, which had an original term of one year, and extends thereafter every six months unless either party gives written notice of non-renewal at least two weeks before any renewal date, provides for him to work full-time for GTG, provides for the payment to him of the standard Australian Superannuation as required by law, and has other customary terms and provisions, including a confidentiality requirement, intellectual property assignment and 12 month non-solicitation requirement. The agreement can be terminated at any time for any reason with four weeks prior notice.
The foregoing is only a summary of the Offer of Employment, does not purport to be complete and is qualified in its entirety by full text of the Offer of Employment attached hereto as Exhibit 10.4, and incorporated by reference herein in its entirety.
Mr. Yan will be entitled to participate in the Company’s equity incentive plans in effect and as amended from time to time and may receive bonuses from time to time in cash or equity, as determined in the discretion of the Board of Directors or Compensation Committee of the Board of Directors.
Biographical information for Mr. Yan is provided below:
Zhe ‘Scott’ Yan, Age 35
Mr. Yan has served as financial accounting manager of the Company and its wholly-owned subsidiaries, as an employee of Global Technology Group, Pty Ltd, the Company’s wholly-owned subsidiary, since February 2022. Prior to that, Mr. Yan served as a financial consultant to the Company from June 2019. Mr. Yan is a licensed Certified Public Accountant in Australia and has passed Level II of the CFA Program. Mr. Yan received a Master of Commerce Degree from the University of Sydney and a Master of Professional Accounting Degree from the University of New South Wales in Sydney, Australia.
(e) Indemnification Agreement and First Amendment to Employment Agreement
The Company plans to enter into a standard form of Indemnity Agreement (the “Indemnification Agreement”) with Mr. Yan in connection with his appointment as discussed above. The Indemnification Agreement will provide, among other things, that the Company will indemnify Mr. Yan under the circumstances and to the extent provided for therein, for certain expenses he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as an officer or director of the Company, and otherwise to the fullest extent permitted under Nevada law and the Company’s governing documents. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete and is qualified in its entirety by the Company’s standard form of indemnification agreement incorporated by reference herein as Exhibit 10.2. The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with other Company officers and directors.
On September 29, 2026, Meridian Serbia, with the approval of the Board of Directors of the Company, after the recommendation of the Compensation Committee of the Board of Directors of the Company, entered into a First Amendment to Employment Agreement with Milošević, which amended that certain June 18, 2024, Employment Agreement between Meridian Serbia and Milošević (the “Milošević Employment Agreement”), pursuant to which Milošević agreed to serve as Chief Executive Officer of Meridian Serbia (the “Milošević Employment Amendment”). Pursuant to the Milošević Employment Amendment, the parties mutually agreed to reduce Mr. Milošević’s base salary under the Milošević Employment Agreement from $396,000 to $216,000 per year, payable monthly, and to remove the ability of Milošević, with the approval of the Chief Executive Officer of the Company, to have a portion of his salary payable in common stock of the Company, each effective January 1, 2026. The Milošević Employment Amendment also amended the Milošević Agreement to remove the required yearly 10% increase in salary which was previously provided for therein.
The foregoing is only a summary of the Milošević Employment Amendment, does not purport to be complete and is qualified in its entirety by full text of the Milošević Employment Amendment attached hereto as Exhibit 10.3, and incorporated by reference herein in its entirety.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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104 |
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Date: October 2, 2026 | By: | /s/ William Scott |
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| William Scott |
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| President and Chief Financial Officer |
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EXHIBIT 2.1
TENTH AMENDMENT TO
AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT
OF SHARE CAPITAL
This Tenth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated and effective as of the last dated signature on the signature page of this Amendment below (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 (as amended to date, including herein, the “Purchase Agreement”), by and between Meridian Holdings Inc., formerly Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser” or “Parent”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milošević, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”.
Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement.
WHEREAS, the Purchaser and the Sellers desire to enter into this Amendment to amend the Purchase Agreement on the terms and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:
1. Amendments to Purchase Agreement. Effective as of the Effective Date:
(a) Section 2.1.5 of the Purchase Agreement is amended and restated to read in its entirety as follows:
“2.1.5 The additional sum of Ten Million Dollars (USD $10,000,000) (the “12 Month Non-Contingent Post-Closing Cash Consideration”), of which:
(A) $10,000,000 of the 12 Month Non-Contingent Post-Closing Cash Consideration has been paid by the Purchaser subsequent to the Closing Date and prior to September 24, 2026, either in cash or shares of Purchaser Common Stock.
(b) Section 2.1.6 of the Purchase Agreement is amended and restated to read in its entirety as follows:
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Tenth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
“2.1.6 The additional sum of Ten Million Dollars (USD $10,000,000) (the “18 Month Non-Contingent Post-Closing Cash Consideration”, and the “Non-Contingent Post-Closing Cash Consideration”), of which:
(A) $9,374,328 of the 18 Month Non-Contingent Post-Closing Cash Consideration has been paid by the Purchaser subsequent to the Closing Date and prior to September 24, 2026, either in cash or shares of Purchaser Common Stock; and
(B) the remaining unpaid amount of the 18 Month Non-Contingent Post-Closing Cash Consideration shall be due and payable by the Purchaser on or before November 1, 2031, but may be paid at any time prior thereto in the discretion of the Purchaser. Such unpaid amount shall not accrue interest.”
2. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.
3. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:
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| (b) | The execution and delivery by such Party and the consummation of the transactions contemplated hereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and |
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| (c) | Any individual executing this Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Amendment on behalf of such entity. |
4. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.
5. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “Purchase Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Purchase Agreement, as applicable, as modified and amended hereby.
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Tenth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
6. Purchase Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.
7. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Purchase Agreement, and this Amendment shall be read in connection with, the Purchase Agreement.
8. Assignment; Successors in Interest. No assignment or transfer by either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.
9. Governing Law; Disputes. This Amendment shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions. Disputes under the Amendment shall be subject to Section 12.6 of the Purchase Agreement, which section is incorporated by reference herein.
10. Severability. If any term, provision, covenant or condition of this Amendment is held by the arbitrator(s) to exceed the limitations permitted by applicable Law, as determined by such arbitrator(s) in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable Law and the Parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Amendment is held by arbitrator(s) to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.
11. No Presumption from Drafting. This Amendment has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Amendment. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Amendment, no presumption for or against any Party arising out of drafting all or any part of this Amendment will be applied in any action relating to, connected with or involving this Amendment. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Amendment against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Amendment shall be interpreted in a reasonable manner to affect the intentions of the Parties.
12. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Amendment, said Party has fully informed itself of the terms, contents, conditions and effects of this Amendment; (b) said Party has relied solely and completely upon its own judgment in executing this Amendment; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Amendment; (d) said Party has acted voluntarily and of its own free will in executing this Amendment; and (e) this Amendment is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
13. Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Amendment and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
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Tenth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below, to be effective as of the Effective Date.
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| Meridian Holdings Inc. |
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| By: | /s/ William Scott |
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| Name: | William Scott |
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| Title: | Chief Financial Officer |
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| Date: | 26 September 2026 |
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| By: | /s/ Aleksandar Milovanović |
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| Name: | Aleksandar Milovanović | |
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| Date: | 25 September 2026 |
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| By: | /s/ Zoran Milošević |
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| Name: | Zoran Milošević | |
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| Date: | 25 September 2026 |
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| By: | /s/ Snežana Božović |
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| Name: | Snežana Božović | |
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| Date: | 28.09.2026 |
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Tenth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
EXHIBIT 10.1
SECOND AMENDMENT TO PROMISSORY NOTES
This Second Amendment to Promissory Notes (this “Amendment”) dated as of the last dated signature of the Parties (as defined below) below, and effective as of the Effective Date (defined below), amends each of those certain Promissory Notes issued on April 9, 2024, by Meridian Holdings Inc., formerly Golden Matrix Group, Inc. (the “Company”): (a) to Aleksandar Milovanović (“Milovanović”), in the original principal amount of $13,250,000; (b) Zoran Milošević (“Milošević”), in the original principal amount of $1,250,000; and (c) Snežana Božović (“Božović”, and collectively with Milovanović and Milošević, the “Note Holders”), in the original principal amount of $625,000 (collectively, (a) through (c), as amended by the First Amendment to Promissory Notes dated April 27, 2026, the “Notes”). The Purchaser and the Note Holders are referred to herein as the “Parties” and individually as a “Party”.
WHEREAS, the Notes currently have a maturity date of November 9, 2026 (the “Maturity Date”); and
WHEREAS, the Company and the Note Holders now desire to amend the Notes to extend the Maturity Date thereof as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:
1. Amendments to Notes.
(A) Effective as of the Effective Date, Section 3(a) of each of the Notes is amended and restated to read in its entirety as follows:
“(a) Non-Default Rate. Subject to Section 2(b), all amounts outstanding under this Note shall not bear interest. All interest due hereunder, if any, shall be computed for the actual number of days which have elapsed for any whole or partial month (or other applicable period).”
(B) Effective as of the Effective Date, Section 4(a) of each of the Notes and Attachment 1 thereof are each amended and restated to read in their entirety as follows:
“[Intentionally removed].”
(C) Effective as of the Effective Date, Section 4(b) of each of the Notes is amended and restated to read in its entirety as follows:
“(b) Payment at Maturity. In this Note, the “Maturity Date” shall mean November 1, 2031. On the Maturity Date, Maker shall pay Payee (i) the outstanding Principal, (ii) all accrued but unpaid interest (if any) and (iii) any and all other sums due by Maker to Payee hereunder (such payment, the “Maturity Payment”).”
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Second Amendment to Promissory Notes
2. Effective Date. This Amendment shall be deemed effective as of the last dated signature below (the “Effective Date”). From and after the Effective Date, the Notes shall be deemed amended in accordance with the terms hereof as if this Amendment had been executed by all Parties and delivered on the Effective Date.
3. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.
4. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in each of the Notes to “Note”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Notes, as applicable, as modified and amended hereby.
5. Notes to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Notes and the terms and conditions thereof shall remain in full force and effect.
6. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Notes, and this Amendment shall be read in connection with, the Notes.
7. Governing Law. This Amendment and the Notes shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions.
8. Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
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Second Amendment to Promissory Notes
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to be effective as of the Effective Date.
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| Meridian Holdings Inc. |
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| By: | /s/ William Scott | ||
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| Name: | William Scott |
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| Title: | Chief Financial Officer |
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| Date: | 26 September 2026 |
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| NOTE HOLDERS: |
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| By: | /s/ Aleksandar Milovanović |
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| Name: | Aleksandar Milovanović |
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| Date: | 25.09.2026 |
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| By: | /s/ Zoran Milošević |
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| Name: | Zoran Milošević |
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| Date: | 25 September 2026 |
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| By: | /s/ Snežana Božović |
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| Name: | Snežana Božović |
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| Date: | 28.09.2026 |
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Second Amendment to Promissory Notes
EXHIBIT 10.3
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Zoran Milošević
This First Amendment to Employment Agreement (this “Amendment”) is entered into as of September 29, 2026, by and between Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company organized under the laws of the Republic of Serbia (the “Company”), and Zoran Milošević (the “Executive”). Meridian Holdings Inc., a Nevada corporation formerly known as Golden Matrix Group, Inc. (“Meridian Holdings”), joins this Amendment solely to evidence the approval required by Section 17.7 of the Employment Agreement (defined below).
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement having a Start Date of June 1, 2024 (the “Employment Agreement”)1;
WHEREAS, the Executive currently serves as the Chief Executive Officer of the Company and also serves as Chief Executive Officer of the Meridian Holdings;
WHEREAS, the parties desire to reduce the Executive’s Basic Salary, revise the future salary-review provisions, and make certain related conforming amendments, all upon the terms set forth below; and
WHEREAS, the Compensation Committee of the Board of Directors of Meridian Holdings has recommended, and the Board of Directors of Meridian Holdings has approved, this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Effective Date. This Amendment and the reduction in the Executive’s Basic Salary shall be effective as of January 1, 2026 (the “Effective Date”). The Company shall ensure that all corporate approvals and any notice, offer, acceptance or other procedure required under applicable Serbian law are completed on or before the Effective Date.
2. Amendment to Section 4.2. Effective as of the Effective Date, Section 4.2 of the Employment Agreement is deleted in its entirety and replaced with the following:
“4.2 Salary. The Basic Salary is $216,000.00 USD which shall be paid monthly.”
3. Amendments to Section 4.3. Effective as of the Effective Date, Section 4.3(b) of the Employment Agreement is deleted in its entirety and replaced with the following:
“(b) The Basic Salary for the period after a review shall be the annual amount agreed in writing between the Executive and the Committee. The Basic Salary may be increased or decreased by mutual written agreement, subject to the approvals and documentation required by Section 17.7. For the avoidance of doubt, the prior requirement that the Basic Salary increase by at least ten percent (10%) per calendar year is permanently eliminated, shall have no further force or effect, and no minimum annual increase shall apply.”
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1 https://www.sec.gov/Archives/edgar/data/1437925/000147793224003781/gmgi_ex105.htm
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Effective as of the Effective Date, Section 4.3(d) of the Employment Agreement is deleted in its entirety and replaced with the following:
“(d) Each adjustment to the Basic Salary shall be documented in the Company’s and Meridian Holdings’ records. An increase may be documented by a written agreement between the Executive and the Committee without a formal amendment to this Agreement. A decrease shall be documented by a written amendment signed and approved in accordance with Section 17.7.”
4. Executive Consent and Section 14.3. The Executive knowingly, voluntarily and expressly consents to the reduction in his Basic Salary and the related allocation described in this Amendment. The Executive agrees that the execution and implementation of this Amendment shall not constitute a reduction without the Executive’s consent, a breach of the Employment Agreement, or an event under Section 14.3(e) of the Employment Agreement, and shall not entitle the Executive to terminate the Employment Agreement for that reason. This consent applies only to the changes expressly set forth in this Amendment and does not constitute advance consent to any later reduction or failure to pay compensation.
5. Prospective Application. The reduction shall apply only to compensation earned on and after the Effective Date. No repayment of compensation earned or accrued before the Effective Date shall be required, and no such compensation shall be reduced, forfeited or recouped, solely as a result of this Amendment.
6. Effect on Severance and Change of Control Benefits. For purposes of calculating any severance, termination, change-in-control or similar payment or benefit under the Employment Agreement in connection with a termination of employment or change in control occurring on or after the Effective Date, including without limitation any payment or benefit under Sections 14.4 or 14.7, the Executive’s Basic Salary shall be the reduced Basic Salary then in effect under Section 4.2 as amended by this Amendment, and not the Basic Salary in effect before the Effective Date.
7. Company Name. The parties acknowledge that Golden Matrix Group, Inc. changed its name to Meridian Holdings Inc. Each reference in the Employment Agreement to “Golden Matrix” or “Golden Matrix Group, Inc.” shall be deemed a reference to Meridian Holdings Inc., as successor by name change, unless the context otherwise requires.
8. Serbian Employment Law. The parties intend this Amendment to constitute a written annex to the Employment Agreement to the fullest extent applicable under Serbian law. The Company shall provide, and the Executive shall receive, any written offer, explanation, response period or other notice or procedure required by applicable Serbian law. Nothing in this Amendment waives any requirement that cannot lawfully be waived.
9. Ratification and Conflict. Except as expressly amended by this Amendment, all provisions of the Employment Agreement remain unchanged and are ratified and confirmed in all respects and remain in full force and effect. If this Amendment conflicts with the Employment Agreement, this Amendment controls.
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10. Defined Terms. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Employment Agreement.
11. Governing Law. This Amendment shall be governed and interpreted in accordance with the laws of Serbia, consistent with Section 17.2 of the Employment Agreement.
12. Counterparts and Electronic Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered electronically or by electronic transmission shall be effective as originals.
EXECUTED AS AN AGREEMENT
EXECUTED FOR AND ON BEHALF OF THE COMPANY
Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd
by its Director
| /s/ Maja Stjepanovic |
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| Printed Name: Maja Stjepanovic |
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SIGNED SEALED AND DELIVERED BY EXECUTIVE
by the said Zoran Milosevic
| /s/ Zoran Milosevic | |
| Zoran Milosevic |
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ACKNOWLEDGED AND APPROVED SOLELY FOR PURPOSES OF SECTION 17.7
MERIDIAN HOLDINGS INC.
/s/ William Scott
By: William Scott
Chief Financial Officer
Date: 01 October 2026
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EXHIBIT 10.4
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