8-K
VIP Play, Inc. (VIPZ)
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): February 13, 2026
VIPPlay, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56290 | 85-0738656 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation) | (Commission<br><br> <br>File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 8400 W. Sunset Rd., Suite 300, Las Vegas, Nevada | 89113 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (866) 783-9435
n/a
(Former name or former address, if changed since last report)
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<br> communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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: None.
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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In a Current Report on Form 8-K filed on April 2, 2025, VIP Play, Inc., a Nevada corporation (the “Company,” “we” or “our”) disclosed that on March 31, 2025 the Company entered into a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $14,000,000 (the “Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors. The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note.
The aggregate outstanding principal balance of all loans under the Note as of the date we entered into the Note was $12,097,000. We borrowed an additional aggregate amount of $1,500,000 in six separate draws under the Note from January 9, 2026 through February 13, 2026. As of February 19, 2026, the aggregate outstanding principal balance of all loans under the Note is $23,286,313.
All loans made under the Note accrue interest at a fixed rate per annum equal to 12.0% (the “Fixed Rate”). The outstanding principal and accrued and unpaid interest under the Note are due and payable upon demand. We have the right to prepay the Note, in whole or in part, at any time; provided, however, we must: (i) provide Excel prior written notice of our intention to make such prepayment; and (ii) pay to Excel all interest accrued on the outstanding principal balance of the Note to the date of such prepayment.
If we: (i) fail to comply with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Excel after demand thereof is made; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Excel, the unpaid principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full bear interest at a rate per annum equal to the Fixed Rate plus 2.00%.
Excel may, at its sole option, upon written notice, convert all or any portion of the indebtedness incurred under the Note (“Debt”) into fully paid and non-assessable common stock shares (“Shares”) at a conversion price in an amount equal to the product of the Lowest Recent Price multiplied by 80%. The Lowest Recent Price is the lowest price per Share that we have sold one or more Shares to an investor or lender within the 12-month period prior to an applicable date of conversion; provided, however, that if no Shares were sold within such 12-month period, the Lowest Recent Price will be $0.50 per Share.
In case of a stock split, a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion price shall be proportionately adjusted in the manner determined by the Board acting in good faith. Furthermore, in connection with any reclassification, capital reorganization, or other change of outstanding Shares, or in case of any consolidation or merger of the Company with or into another entity, Excel shall have the right thereafter, by converting the Debt, to receive upon such conversion the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization, or other change, consolidation or merger by a holder of the number of Shares that could have been received upon conversion of the Debt immediately prior to such reclassification, capital reorganization, or other change, consolidation or merger.
The full text of the Note is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibitattached hereto in its entirety.
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On February 13, 2026, our board of directors awarded stock options under our stock option plan titled “2023 Stock Plan, as amended and restated effective October 3, 2025” (the “2023 Plan”) to purchase an aggregate of 1,500,000 shares of our common stock to Mr. John Dermody, our VP of Operations (“Dermody”). The stock options consist of 1,081,080 incentive stock options and 418,920 nonstatutory stock options (together, the “Options”). The Options vest in accordance with Section 10 of the 2023 Plan, pursuant to which, one quarter (1/4) of the total number of shares subject to the Options will vest on the first anniversary of the vesting commencement date of February 13, 2026, and 1/48th of the total number of shares subject to the Options shall vest on the last day of each month thereafter for the following thirty-six (36) months; provided all vesting is subject to Dermody having provided continuous service to the Company through each such vesting date.
The foregoing summary of the Options is qualified in its entirety by reference to the full text of the 2023 Plan, the Form of Stock Option Award Agreement and the Form of Notice of Stock Option Grant which are included herein as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated by reference herein. You are urged to read said exhibits attached hereto in their entirety.
Item9.01 Financial Statements and Exhibits
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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.
| Date:<br> February 19, 2026 | VIP PLAY, INC. | |
|---|---|---|
| By: | /s/ Les Ottolenghi | |
| Les<br> Ottolenghi, CEO |
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Exhibit 10.3
STOCK OPTION AWARD AGREEMENT
This Stock Option Award Agreement (this “Agreement”) is made by and between VIP PLAY, INC., a Nevada corporation, f/k/a KeyStar Corp (the “Company”), and __________________________, an individual (“Grantee”), effective as of the Date of Grant shown on the accompanying Notice of Stock Option Grant (the “Grant Notice”). Terms with initial capital letters not explicitly defined in this Agreement or the Grant Notice but defined in the VIP PLAY, INC. 2023 Stock Plan, as amended and restated October 3, 2025 (the “Plan”) will have the same definition and meaning as in the Plan.
1. Grantof Option. The Company has granted to Grantee an option to purchase, on the terms and conditions set forth in the Plan and this Agreement, all or any part of the number of shares of Common Stock described in the Grant Notice (the “Shares”), at the Exercise Price set forth in the Grant Notice (the “Option”), subject to adjustment as set forth in Section 15 of the Plan.
2. Vesting. Subject to the terms and conditions set forth in the Plan and this Agreement, the Option will vest in accordance with Section 10 of the Plan, as further described in the Grant Notice, provided that vesting will cease upon the termination of Grantee’s Continuous Service.
3. Forfeiture;Expiration. Any unvested portion of the Option will be forfeited immediately, automatically, and without consideration upon a termination of Grantee’s Continuous Service for any reason. In the event Grantee’s Continuous Service is terminated for Cause, the vested portion of the Option will also be forfeited immediately, automatically, and without consideration upon that termination for Cause. Any unexercised vested portion of the Option will expire on the Expiration Date set forth in the Grant Notice.
4. Periodof Exercise. Subject to the terms and conditions set forth in the Plan and this Agreement, Grantee may exercise all or any part of the vested portion of the Option at any time prior to the earliest to occur of.
(a) the Expiration Date indicated in the Grant Notice,
(b) the effective date of the termination of Grantee’s Continuous Service for Cause;
(c) the date that is twelve (12) months after the termination of Grantee’s Continuous Service due to his or her death or Disability (but in no event later than the Expiration Date); or
(d) the date that is three (3) months after the termination of Grantee’s Continuous Service for any reason other than Cause, Disability or death.
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5. Exerciseof Option. Grantee or, in the case of Grantee’s death, Grantee’s estate, personal representative or beneficiary who has acquired the stock right by will or the laws of descent and distribution, may exercise all or any part of the vested portion of the Option by delivering to the Company at its principal office a written notice of exercise in the form attached as Exhibit A or any other form that the Committee may permit (such notice, a “Notice of Exercise”). The Notice of Exercise must be signed by the person exercising the Option. In the event that the Option is being exercised by Grantee’s representative, the Notice of Exercise will be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. In addition, any exercise of the Option, whether in whole or in part, is subject to the following conditions:
(a) Grantee (or Grantee’s representative, if applicable) will deliver to the Company, at the time of giving the Notice of Exercise, payment in a form permissible under Section 6 below for the full amount of the Purchase Price.
(b) Grantee (or Grantee’s representative, if applicable) may exercise the Option only for whole Shares.
(c) Grantee (or Grantee’s representative, if applicable) may not exercise the Option unless the tax withholding obligations of the Company and/or any Related Corporation, as described in Section 9 below, are satisfied.
(d) In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act, then at the time this Option is exercised, Grantee will, if required by the Company and as a condition to the issuance of the Shares, concurrently with the exercise of all or any portion of this Option, deliver to the Company an Investment Representation Statement in a form reasonably acceptable to the Company.
(e) If required by the Committee in its discretion, Grantee (or Grantee’s representative, if applicable) will execute a joinder agreement (in form acceptable to the Committee) contemporaneously with the exercise of the Option such that Grantee will become a party to any stockholders’ agreement, investor rights agreement, or similar agreement as may be entered into from time to time by and among the Company and the holders of the Company’s stock. Any such agreement may contain restrictions on the transferability of shares of Common Stock acquired pursuant to this Option (such as a right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights of the Company and certain of its stockholders. The Company may also have any repurchase rights set forth in such agreements, the Plan or this Agreement.
(f) In the event that Grantee is an employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (sometimes referred to as a “non-exempt employee”), then he or she may not exercise the Option until he or she has completed at least six (6) months of Continuous Service measured from the Date of Grant specified in the Grant Notice, notwithstanding any other provision of the Option.
6. Paymentfor Shares. The “Purchase Price” will be the Exercise Price indicated in the Grant Notice multiplied by the number of Shares with respect to which the Option is being exercised. The Purchase Price may be paid as follows:
| (a) | in<br> cash; |
|---|---|
| (b) | by<br> check or money order; or |
| (c) | at<br> the discretion of the Committee, any other method permitted by the Plan. |
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7. SecuritiesLaw Compliance. No Shares will be issued pursuant to this Agreement unless and until all then applicable requirements imposed by federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. The Company may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.
8. TaxConsequences. Set forth below is a brief summary as of the date of this Option of some of the federal income tax consequences of exercise of this Option and disposition of the Shares issued as a result of the exercise thereof. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THIS SUMMARY DOES NOT INCLUDE ANY DISCUSSION OF STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES OR ANY FEDERAL TAX CONSEQUENCES OTHER THAN INCOME TAX. BESIDES THE INCOME TAX ITEMS SUMMARIZED BELOW, EMPLOYMENT OR SELF-EMPLOYMENT TAXES MAY ALSO APPLY WITH RESPECT TO THE OPTION. GRANTEE SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercise of ISO. If this Option qualifies as an ISO (as defined in the Plan), there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Purchase Price will be treated as an item of adjustment to the alternative minimum tax for federal tax purposes in the year of exercise and may subject Grantee to the alternative minimum tax. Notwithstanding anything to the contrary in this Agreement or the Plan, an Option must satisfy the applicable requirements of Code Section 422 in order to qualify as an ISO.
(b) Exercise of Nonstatutory Stock Option. If this Option does not qualify as an ISO, there may be a regular federal income tax liability upon the exercise of the Option. Grantee will be treated in such event as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Purchase Price If Grantee is an employee, the Company will generally be required to withhold from Grantee’s compensation or collect from Grantee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise (see Section 9 below).
(c) Application of Code Section 83(i). The Company does not intend for this Option to be a “qualified equity grant” within the meaning of Code Section 83(i). Grantee acknowledges and agrees that Grantee will not be eligible to make an election under Code Section 83(i) to defer income taxation on income recognized in connection with the exercise of this Option. Grantee further agrees not to attempt to make, nor to take the position that Grantee is eligible to make, any election under Code Section 83(i) in connection with the exercise of this Option.
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(d) Disposition of Shares. In the case of an NSO, if Shares are held for more than one year after the date of the taxable compensation event, under current law any gain realized on disposition of the Shares will generally be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for more than one year after exercise and are disposed of more than two years after the Date of Grant, any gain realized on disposition of the Shares will generally also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise (such disposition a “DisqualifyingDisposition”), any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) in an amount equal to the excess of (1) the lesser of (A) the fair market value of the Shares on the date of exercise or (B) the sale price of the Shares, over (2) the Purchase Price paid for those Shares. The gain realized in excess of such amount, if any, will generally be eligible for capital gains treatment (either short-term or long-term, depending upon the length of time the Shares were held prior to disposition).
(e) Notice of Disqualifying Disposition of ISO Shares. If the Option is designated as an ISO, then in the event of a Disqualifying Disposition, Grantee will immediately, and in any event not later than fifteen (15) days after such disposition, notify the Company in writing of such disposition.
9. WithholdingObligations. Grantee may incur tax obligations under federal, state, local, and/or foreign law in connection with the grant, vesting, or exercise of the Option, the ownership of the Shares, and other actions taken pursuant to this Agreement, which obligations the Company may be required to satisfy by withholding from Grantee’s compensation or otherwise collect from Grantee. Grantee agrees that the Company (or a Related Corporation) may condition the exercise of the Option upon the satisfaction of such withholding tax obligations, and may satisfy such withholding by any of the following means or by a combination of such means, in the Committee’s discretion: (i) withholding from any compensation otherwise payable to Grantee by the Company; (ii) causing Grantee to tender a cash payment; or (iii) withholding from the Shares otherwise issuable to Grantee upon exercise of the Option the number of Shares with a Fair Market Value (measured as of the date the tax withholding obligations are to be determined) equal to the amount of such tax withholding, provided, however, that the number of such Shares so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Shares as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Committee in its reasonable discretion. Grantee further understands that, although the Company will pay withheld amounts to the applicable taxing authorities, Grantee remains responsible for payment of all taxes due as a result of income arising under the Agreement and for filing all relevant documentation required to be filed in connection with the Option or the Shares other than those filings that are the specific obligation of the Company under applicable law.
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10. RestrictiveLegends and Stop-Transfer Orders.
(a) Legends. Grantee understands and agrees that the Company will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by state or federal securities laws (and with respect to uncertificated Shares, the book entries evidencing such shares shall contain the following notations or notations substantially equivalent thereto):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY), REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE VIP PLAY, INC. 2023 STOCK PLAN, AND THE STOCK OPTION AWARD AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.
THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES, IF ANY, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.
(b) Stop-Transfer Notices. Grantee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
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(c) Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any Grantee or other transferee to whom such Shares will have been so transferred.
11. Rightsas a Stockholder. Neither Grantee nor anyone claiming through him/her will have any rights as a stockholder of the Company with respect to any Shares subject to the Option until Grantee has exercised the Option as described herein and the Shares are delivered (as evidenced by delivery of a certificate for such Shares or the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
12. Transferability. The Option may not be sold, pledged, assigned, hypothecated, transferred, except by will or by the laws of descent and distribution, and is exercisable during Grantee’s life only by Grantee. Notwithstanding the foregoing, in the event of Grantee’s death, Grantee’s estate, personal representative or beneficiary who has acquired the stock right by will or the laws of descent and distribution will thereafter be entitled to exercise the Option; provided proper proof of such status and authority is provided to the Company, as it deems acceptable.
13. Optionnot a Service Contract. Neither the Option nor this Agreement is an employment agreement or service contract, and nothing in this Agreement or the Grant Notice creates or will be deemed to create in any way whatsoever any obligation on Grantee’s part to continue in the service of the Company or a Related Corporation, or of the Company or a Related Corporation to continue Grantee’s service.
14. GoverningPlan Document. This Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. Grantee acknowledges receipt of a copy of the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan will control
15. Miscellaneous.
(a) Notices. Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally, one day after deposit with a recognized international delivery service (such as FedEx), or three days after deposit in the U.S. mail, first class, certified or registered, return receipt requested, with postage prepaid, in each case addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may designate by notifying the other in writing.
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(b) Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon Grantee, Grantee’s executor, personal representative(s), distributees, administrators, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.
(c) Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable
(d) Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both Grantee and the Company.
(e) Choice of Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State of Nevada, without giving effect to the choice of law rules of any jurisdiction.
(f) Entire Agreement. This Agreement, along with the Grant Notice and the Plan, constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to such subject matter.
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EXHIBIT A
NOTICE OF EXERCISE
VIP PLAY, INC.
8400 West Sunset Road
Suite 300
Las Vegas, Nevada 89113
Attention: President
Date of Exercise: ______________________
- Exercise of Option. This constitutes notice to VIP PLAY, INC., f/k/a KeyStar Corp (the “Company”) that, pursuant to the VIP PLAY, INC. 2023 Stock Plan, as amended and restated October 3, 2025 (the “Plan”) and the Stock Option Award Agreement, dated January 23, 2026 (the “Award Agreement”), I elect to purchase the number of Shares set forth below for the price set forth below:
| Number<br> of Shares as to which Option is exercised (the “Optioned Shares”): |
|---|
| Exercise<br> Price per Share: |
| Total<br> Purchase Price: |
Delivery of Payment. With this notice, I hereby deliver to the Company the full Purchase Price for the Optioned Shares, in a fowl permitted by the Award Agreement.
Representations. By signing and delivering this notice to the Company, I acknowledge that I am the holder of the Option exercised by this notice and have full power and authority to exercise the Option. I further represent that I have received, read, and understood the Plan and the Award Agreement, and I confirm my agreement to abide by and be bound by their terms and conditions. Capitalized terms used and not otherwise defined in this notice will have the meanings ascribed to those terms in the Award Agreement.
Compliance with Securities Laws. I understand and acknowledge that the Optioned Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, notwithstanding any other provision of the Award Agreement to the contrary, the exercise of any rights to purchase any Optioned Shares is expressly conditioned upon compliance with the Securities Act, all applicable state securities laws and all applicable requirements of any stock exchange or over the counter market on which the Company’s Common Stock may be listed or traded at the time of exercise and transfer. I agree to cooperate with the Company to ensure compliance with such laws. I further understand that because the Optioned Shares have not been registered under the Securities Act, they cannot be resold and must be held indefinitely unless they are registered under the Securities Act or unless an exemption from such registration is available and that the certificate(s) representing the Optioned Shares may bear a legend to that effect. I understand that the Company is under no obligation to register the Optioned Shares and that an exemption may not be available or may not permit me to transfer Optioned Shares in the amounts or at the times I may desire.
8 Rights as Stockholder. While the Company will endeavor to process this notice in a timely manner, I acknowledge that, until the issuance of the Optioned Shares (or, in the Company’s discretion, in un-certificated form, upon the books of the Company’s transfer agent) and my satisfaction of any other conditions imposed by the Company pursuant to the Plan or as set forth in the Award Agreement, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Optioned Shares, notwithstanding the exercise of my Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance of the Optioned Shares.
Tax Withholding. I acknowledge that my exercise of the Option may result in tax obligations that require the Company to withhold certain amounts to satisfy federal, state, local, and/or foreign taxes. I agree to satisfy such tax withholding obligations as described in Section 9 of the Award Agreement.
Code Section 83. If I make an election with respect to the Optioned Shares under either section 83(b) or section 83(i) of the Internal Revenue Code of 1986, as amended, to the extent either such election is available, I will notify the Company of such election within fifteen (15) days of making such election. I understand that it is my sole responsibility, and not that of the Company or any of its agents, to timely and accurately make such election and submit it as required to the Internal Revenue Service.
Tax Consultation. I understand that I may experience adverse tax consequences as a result of my exercise of the Option or my disposition of the Optioned Shares. I represent that I have consulted with any tax consultants I deem advisable in connection with the exercise of the Option and/or the disposition of the Optioned Shares and that I am not relying on the Company or its officers, representatives, or agents for any tax advice.
Interpretation. Any dispute regarding the interpretation of this notice will be resolved by the Committee in its discretion, and the Committee’s determination will be final and binding on all parties.
Entire Agreement. The Plan and the Award Agreement under which the Optioned Shares were granted are incorporated herein by reference and, together with this notice, constitute the entire agreement of the parties with respect to the subject matter of this notice.
| GRANTEE: | |
|---|---|
| Address: | |
| Print<br> Name: |
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Exhibit 10.4
NOTICE OF STOCK OPTION GRANT
_______________________
_______________________
_______________________
(Grantee name and address)
You have been granted an option to purchase shares of the Common Stock of VIP PLAY, INC., a Nevada corporation (the “Company”) as follows, subject to the terms of (i) the VIP PLAY, INC. 2023 Stock Plan, as amended and restated effective October 3, 2025 (the “Plan”), attached hereto as Exhibit A; and (ii) the Stock Option Award Agreement, attached hereto as Exhibit B.
| Date<br> of Grant: | |
|---|---|
| Vesting<br> Commencement Date: | |
| Exercise<br>Price per Share (Not less than FMV at grant or, for greater than 10% stockholder, not less than 110% of FMV at grant): | |
| Total<br> Number of Shares Subject to Option: | |
| Total<br> Exercise Price: | |
| Type<br> of Option: | Nonstatutory<br> Stock Option (NSO) OR Incentive Stock Option (ISO) (Note: If the Option fails to qualify as an incentive stock option pursuant to<br> Section 422 of the Code for any reason (including, but not limited to, failure of shareholders to timely approve the Plan), then<br> this Option will not be treated as an incentive stock option within the meaning of Section 422 of the Code.) |
| Term/Expiration<br> Date: | 10<br> years (5 years if grantee owns more than 10% of all voting stock), in accordance with Section 7 of the Plan |
| Vesting<br> Schedule: | Subject<br> to the Plan and the Stock Option Award Agreement, this Option may be exercised, in whole or in part, in accordance with the following<br> schedule, as further described in Exhibit C: |
| The<br> Options will vest in accordance with Section 10 of the Plan, pursuant to which, one quarter (1/4) of the total number of shares subject<br> to the Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/48th of the total number of shares subject<br> to the Option shall vest on the last day of each month thereafter for the following thirty-six (36) months; provided all<br> vesting is subject to Grantee having provided Continuous Service to the Company or a Related Corporation through each such vesting<br> date. | |
| Exercise<br> Period: | To<br> the extent vested, the Option may be exercised for the period provided under Section 4 of the Stock Option Award Agreement (but in<br> no event later than the Expiration Date); provided that upon a termination for Cause vested and unvested Options will be immediately<br> terminated and forfeited. |
[SIGNATURE PAGE TO FOLLOW]
| 1 |
| --- |
By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the Stock Option Award Agreement, all of which are attached and made a part of this document.
| COMPANY: | |
|---|---|
| VIP<br> PLAY, INC. | |
| By: | |
| Les<br> Ottolenghi, Chief Executive Officer | |
| Address: | 8400<br> W. Sunset Road |
| --- | --- |
| Suite<br> 300 | |
| Las<br> Vegas, Nevada 89113 | |
| GRANTEE: | |
| --- | |
| Signature |