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): September 8, 2025
VIPPlay, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56290 | 85-0738656 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> 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 1.01 | Entry into a Material Definitive Agreement. |
|---|
The disclosures set forth in Item 2.03 are incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
In a Current Report on Form 8-K filed on August 29, 2023, VIP Play, Inc., a Nevada corporation (the “Company,” “we” or “us”) disclosed that on: (i) August 23, 2023, we entered into a Convertible Note Purchase Agreement (the “PurchaseAgreement”) and a Convertible Promissory Note with Rick Hackel (“Hackel”) in the principal amount of $200,000 (the “Hackel Note”); and (ii) August 28, 2023, we entered into a Purchase Agreement and a Convertible Promissory Note with Dennis Colletti (“Colletti”) in the principal amount of $500,000 (the “Colletti Note”). On September 1, 2023, we entered into one additional Purchase Agreement and Convertible Promissory Note with The Access Fund I, LP, a Delaware limited partnership (“Access,” and together with Hackel and Colletti, the “Investors”) in the principal amount of $150,000 (the “Access Note,” and together with the Hackel Note and the Colletti Note, the “Notes”).
The outstanding principal under the Notes, which accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in a single balloon payment by us on the date that is one year following the date of issuance of each of the Notes (the “OriginalMaturity Date”). On September 19, 2024, the Investors and the Company entered into a First Amendment to Convertible Note Purchase Agreement dated July 25, 2024 (the “First Amendment”) for the purpose of extending the Original Maturity Date of each of the Notes for an additional one-year period. Pursuant to the First Amendment, the new maturity date (the “Amended MaturityDate”) of: (i) the Hackel Note was August 23, 2025; (ii) the Colletti Note was August 28, 2025; and (iii) the Access Note was September 1, 2025.
Each of the Investors and the Company entered into a Second Amendment to Convertible Note Purchase Agreement dated September 8, 2025 (the “Second Amendment”) for the purpose of extending the Amended Maturity Date of each of the Notes for an additional time period, and revising the definition of “Conversion Price” in Section 6.1 of the Purchase Agreement. The Second Amendment to the Hackel Note is effective August 23, 2025. The Second Amendment to the Colletti Note is effective August 28, 2025. The Second Amendment to the Access Note is effective September 1, 2025.
Pursuant to the Second Amendment: (1) the new maturity date of: (i) the Hackel Note and the Access Note is August 31, 2026; and (ii) the Colletti Note is October 1, 2025; and (2) the term “Conversion Price” shall mean the lower of $0.60 or an amount equal to 80% of the lowest price per share that the Company has sold shares of its common stock in the twelve-month period before the Maturity Date; provided, however, that if no shares were sold during such twelve-month period, the Conversion Price shall be $0.60.
Furthermore, the Second Amendment entered into by Colletti and Access contains a consent to Hackel loaning an additional $100,000 to us, which Hackel did on September 9, 2025. Hackel’s additional $100,000 loan is evidenced by the same Form of Convertible Promissory Note used for the Notes, with a maturity date of August 31, 2026. The full text of the Form of Convertible Promissory Note is attached hereto as Exhibit 4.1. You are urged to read said exhibit in its entirety.
Except as amended by the Second Amendment, all of the terms and conditions of the Purchase Agreement with each of the Investors remains in full force and effect.
The foregoing summary of the Second Amendment to Convertible Note Purchase Agreement is qualified in its entirety by reference to the full text of the Second Amendment to Convertible Note Purchase Agreement for each of the Investors attached as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated by reference herein. You are urged to read said exhibits attached hereto in their entirety.
| 1 |
| --- |
Item9.01 Financial Statements and Exhibits
| 2 |
| --- |
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> September 12, 2025 | VIP PLAY, INC. | |
|---|---|---|
| By: | /s/ Les Ottolenghi | |
| Les<br> Ottolenghi, CEO |
| 3 |
| --- |
Exhibit10.1
SECONDAMENDMENT
TO
CONVERTIBLENOTE PURCHASE AGREEMENT
This Second Amendment to Convertible Note Purchase Agreement, dated September 8, 2025, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and The Access Fund I, LP, a Delaware limited partnership (the “Purchaser”) (this “Amendment”), is effective September 1, 2025.
WITNESSETH:
WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated September 1, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, the “Note Purchase Agreement”); and
WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Note Purchase Agreement shall have the same meaning herein as in the Note Purchase Agreement unless the context clearly indicates otherwise.
2. The Note Purchase Agreement is hereby amended as follows:
| 2.1 | Section<br> 3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as<br> follows: |
|---|
3. Maturity Date. Unless converted into the Company’s common stock, par value $.0001 per share (the “Conversion Shares”) in accordance with Section 6 below (“Conversion”), the outstanding principal of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable in a single balloon payment by the Company on August 31, 2026 (the “MaturityDate”).
| 2.2 | Section<br> 6.1 of the Note Purchase Agreement is hereby amended and restated in its entirety to read<br> as follows: |
|---|
6.1. Maturity Date Conversion Right. On the Maturity Date, a Purchaser by notice to the Company in accordance with Section 6.2(a) shall have the option to convert all or part of the sum of the outstanding principal plus all accrued and unpaid interest thereon (the “ConversionAmount”), into that number of Conversion Shares equal to the quotient obtained by dividing the Conversion Amount by the Conversion Price. For purposes of this Agreement, the “Conversion Price” shall be the lower of $0.60 or an amount equal to 80% of the lowest price per share that the Company has sold shares of its common stock in the twelve-month period before the Maturity Date; provided, however, that if no shares were sold during such twelve-month period, the Conversion Price shall be $0.60.
| 2.3 | The<br> Schedule of Purchasers attached to the Note Purchase Agreement (“Purchaser Schedule”)<br> is hereby amended and restated in its entirety with the Schedule of Purchasers attached to<br> this Amendment as Exhibit 1. |
|---|
3. Purchaser hereby consents to (a) Borrower receiving an additional loan, up to $100,000.00, from Rick Hackel under the Note Purchase Agreement; and (b) upon Borrower’s receipt of the funds from such loan, (i) Borrower issuing to Rick Hackel, under the Note Purchase Agreement, a second convertible promissory note, with a principal balance equal to the amount of the loan; and (ii) Borrower updating the Purchaser Schedule with the details of the second convertible promissory note and then attaching the updated Purchaser Schedule to this Amendment. In the event that any note under the Note Purchase Agreement is satisfied, Borrower may update the Purchaser Schedule to remove the note and then attach the updated Purchaser Schedule to this Amendment.
4. The provisions of Section 2 of this Amendment shall not become effective until the Purchaser has received this Amendment, duly executed by the Borrower and the Purchaser.
5. The Borrower hereby confirms that all representations and warranties made by it pursuant to the terms and conditions of the Note Purchase Agreement and each other Loan Document are true and correct in all respects on the date hereof, except as such representations and/or warranties may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement. The Borrower hereby reconfirms and reaffirms all agreements and covenants made by it pursuant to the terms and conditions of the Note Purchase Agreement, except as such agreements and/or covenants may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement.
6. The Borrower hereby represents and warrants to the Purchaser that (i) the Borrower has the legal power and authority to execute and deliver this Amendment; (ii) the officers of the Borrower have been duly authorized to execute and deliver this Amendment and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof, (a) do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or (b) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this Amendment, constitutes valid and binding obligations of the Borrower in every respect, enforceable in accordance with its respective terms.
7. The Borrower represents and warrants that (i) after giving effect to this Amendment, no Event of Default exists under the Note Purchase Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof, and (ii) it presently has no claims or actions of any kind at law or in equity against the Purchaser arising out of or in any way relating to the Note Purchase Agreement.
8. Each reference to the Note Purchase Agreement that is made in the Note Purchase Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note Purchase Agreement as amended hereby.
9. Except as amended hereby, all of the terms and conditions of the Note Purchase Agreement shall remain in full force and effect. This Amendment amends the Note Purchase Agreement and is not a novation thereof.
10. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any signature delivered by a party by facsimile, e-mail or other electronic transmission shall be deemed to be an original signature hereto.
11. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Florida without regard to the principles of the conflicts of law thereof.
[INTENTIONALLY LEFT BLANK]
| -2- |
| --- |
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be executed on the date first written above as a document under seal.
| BORROWER: | |
|---|---|
| VIP<br> Play, Inc., a Nevada corporation, | |
| f/k/a<br> KeyStar Corp. | |
| By: | /s/ Bruce A. Cassidy |
| Bruce<br> A. Cassidy, its Executive Chairman | |
| PURCHASER: | |
| The<br> Access Fund I, LP, a Delaware limited partnership | |
| By: | Hestia<br> Management LLC, a Delaware limited liability company, its general partner |
| By: | /s/ Michael Preble |
| Michael<br> Preble, its Manager |
Acknowledged and consented to, as of the date first written above, by:
REQUISITENOTEHOLDERS:
| /s/ Dennis Colletti |
|---|
| Dennis<br> Colletti, an individual |
| /s/ Rick Hackel |
| Rick<br> Hackel, an individual |
EXHIBIT1
SCHEDULEOF PURCHASERS
As of September 8, 2025
| Purchaser: | Closing Date: | Consideration and Principal Balance of Promissory Note: | |
|---|---|---|---|
| Rick Hackel | August 23, 2023 | $ | 200,000.00 |
| Dennis Colletti | August 28, 2023 | $ | 500,000.00 |
| Access Fund I, LP | September 1, 2023 | $ | 150,000.00 |
Exhibit10.2
SECONDAMENDMENT
TO
CONVERTIBLENOTE PURCHASE AGREEMENT
This Second Amendment to Convertible Note Purchase Agreement, dated September 8, 2025, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and Dennis Colletti, an individual (the “Purchaser”) (this “Amendment”), is effective August 28, 2025.
WITNESSETH:
WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated August 28, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, the “Note Purchase Agreement”); and
WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Note Purchase Agreement shall have the same meaning herein as in the Note Purchase Agreement unless the context clearly indicates otherwise.
2. The Note Purchase Agreement is hereby amended as follows:
| 2.1 | Section<br> 3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as<br> follows: |
|---|
3. Maturity Date. Unless converted into the Company’s common stock, par value $.0001 per share (the “Conversion Shares”) in accordance with Section 6 below (“Conversion”), the outstanding principal of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable in a single balloon payment by the Company on October 1, 2025 (the “MaturityDate”).
| 2.2 | Section<br> 6.1 of the Note Purchase Agreement is hereby amended and restated in its entirety to read<br> as follows: |
|---|
6.1. Maturity Date Conversion Right. On the Maturity Date, a Purchaser by notice to the Company in accordance with Section 6.2(a) shall have the option to convert all or part of the sum of the outstanding principal plus all accrued and unpaid interest thereon (the “ConversionAmount”), into that number of Conversion Shares equal to the quotient obtained by dividing the Conversion Amount by the Conversion Price. For purposes of this Agreement, the “Conversion Price” shall be the lower of $0.60 or an amount equal to 80% of the lowest price per share that the Company has sold shares of its common stock in the twelve-month period before the Maturity Date; provided, however, that if no shares were sold during such twelve-month period, the Conversion Price shall be $0.60.
| 2.3 | The<br> Schedule of Purchasers attached to the Note Purchase Agreement (“Purchaser Schedule”)<br> is hereby amended and restated in its entirety with the Schedule of Purchasers attached to<br> this Amendment as Exhibit 1. |
|---|
3. Purchaser hereby consents to (a) Borrower receiving an additional loan, up to $100,000.00, from Rick Hackel under the Note Purchase Agreement; and (b) upon Borrower’s receipt of the funds from such loan, (i) Borrower issuing to Rick Hackel, under the Note Purchase Agreement, a second convertible promissory note, with a principal balance equal to the amount of the loan; and (ii) Borrower updating the Purchaser Schedule with the details of the second convertible promissory note and then attaching the updated Purchaser Schedule to this Amendment. In the event that any note under the Note Purchase Agreement is satisfied, Borrower may update the Purchaser Schedule to remove the note and then attach the updated Purchaser Schedule to this Amendment.
4. The provisions of Section 2 of this Amendment shall not become effective until the Purchaser has received this Amendment, duly executed by the Borrower and the Purchaser.
5. The Borrower hereby confirms that all representations and warranties made by it pursuant to the terms and conditions of the Note Purchase Agreement and each other Loan Document are true and correct in all respects on the date hereof, except as such representations and/or warranties may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement. The Borrower hereby reconfirms and reaffirms all agreements and covenants made by it pursuant to the terms and conditions of the Note Purchase Agreement, except as such agreements and/or covenants may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement.
6. The Borrower hereby represents and warrants to the Purchaser that (i) the Borrower has the legal power and authority to execute and deliver this Amendment; (ii) the officers of the Borrower have been duly authorized to execute and deliver this Amendment and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof, (a) do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or (b) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this Amendment, constitutes valid and binding obligations of the Borrower in every respect, enforceable in accordance with its respective terms.
7. The Borrower represents and warrants that (i) after giving effect to this Amendment, no Event of Default exists under the Note Purchase Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof, and (ii) it presently has no claims or actions of any kind at law or in equity against the Purchaser arising out of or in any way relating to the Note Purchase Agreement.
8. Each reference to the Note Purchase Agreement that is made in the Note Purchase Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note Purchase Agreement as amended hereby.
9. Except as amended hereby, all of the terms and conditions of the Note Purchase Agreement shall remain in full force and effect. This Amendment amends the Note Purchase Agreement and is not a novation thereof.
10. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any signature delivered by a party by facsimile, e-mail or other electronic transmission shall be deemed to be an original signature hereto.
11. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Florida without regard to the principles of the conflicts of law thereof.
[INTENTIONALLY LEFT BLANK]
| -2- |
| --- |
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be executed on the date first written above as a document under seal.
| BORROWER: | |
|---|---|
| VIP<br> Play, Inc., a Nevada corporation, | |
| f/k/a<br> KeyStar Corp. | |
| By: | /s/ Bruce A. Cassidy |
| Bruce<br> A. Cassidy, its Executive Chairman | |
| PURCHASER: | |
| /s/ Dennis Colletti | |
| Dennis<br> Colletti, an individual |
Acknowledged and consented to, as of the date first written above, by:
REQUISITENOTEHOLDERS:
| /s/ Rick Hackel |
|---|
| Rick<br> Hackel, an individual |
The Access Fund I, LP,
a Delaware limited partnership
| By: | Hestia<br> Management LLC, |
|---|---|
| a<br> Delaware limited liability company, | |
| its<br> general partner | |
| By: | /s/ Michael Preble |
| Michael Preble, its Manager |
EXHIBIT1
SCHEDULEOF PURCHASERS
As of September 8, 2025
| Purchaser: | Closing<br> Date: | Consideration<br> and Principal Balance of Promissory Note: | |
|---|---|---|---|
| Rick<br> Hackel | August<br> 23, 2023 | $ | 200,000.00 |
| Dennis<br> Colletti | August<br> 28, 2023 | $ | 500,000.00 |
| Access<br> Fund I, LP | September<br> 1, 2023 | $ | 150,000.00 |
Exhibit10.3
SECONDAMENDMENT
TO
CONVERTIBLENOTE PURCHASE AGREEMENT
This Second Amendment to Convertible Note Purchase Agreement, dated September 8, 2025, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and Rick Hackel, an individual (the “Purchaser”) (this “Amendment”), is effective as of August 23, 2025.
WITNESSETH:
WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated August 23, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, the “Note Purchase Agreement”); and
WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Note Purchase Agreement shall have the same meaning herein as in the Note Purchase Agreement unless the context clearly indicates otherwise.
2. The Note Purchase Agreement is hereby amended as follows:
| 2.1 | Section<br> 3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as<br> follows: |
|---|
- Maturity Date. Unless converted into the Company’s common stock, par value $.0001 per share (the “ConversionShares”) in accordance with Section 6 below (“Conversion”), the outstanding principal of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable in a single balloon payment by the Company on August 31, 2026 (the “Maturity Date”).
| 2.2 | Section<br> 6.1 of the Note Purchase Agreement is hereby amended and restated in its entirety to read<br> as follows: |
|---|
6.1. Maturity Date Conversion Right. On the Maturity Date, a Purchaser by notice to the Company in accordance with Section 6.2(a) shall have the option to convert all or part of the sum of the outstanding principal plus all accrued and unpaid interest thereon (the “Conversion Amount”), into that number of Conversion Shares equal to the quotient obtained by dividing the Conversion Amount by the Conversion Price. For purposes of this Agreement, the “Conversion Price” shall be the lower of $0.60 or an amount equal to 80% of the lowest price per share that the Company has sold shares of its common stock in the twelve-month period before the Maturity Date; provided, however, that if no shares were sold during such twelve-month period, the Conversion Price shall be $0.60.
| 2.3 | The<br> Schedule of Purchasers attached to the Note Purchase Agreement (“Purchaser Schedule”)<br> is hereby amended and restated in its entirety with the Schedule of Purchasers attached to<br> this Amendment as Exhibit 1. |
|---|
3. In the event that Purchaser makes an additional loan to Borrower under this Note Purchase Agreement, (a) Borrower will issue to Purchaser, under the Note Purchase Agreement, a second convertible promissory note, with a principal balance equal to the amount of the loan; and (b) Borrower may update the Purchaser Schedule with the details of the second convertible promissory note and then attach the updated Purchaser Schedule to this Amendment. In the event that any note under the Note Purchase Agreement is satisfied, Borrower may update the Purchaser Schedule to remove the note and then attach the updated Purchaser Schedule to this Amendment.
4. The provisions of Section 2 of this Amendment shall not become effective until the Purchaser has received this Amendment, duly executed by the Borrower and the Purchaser.
5. The Borrower hereby confirms that all representations and warranties made by it pursuant to the terms and conditions of the Note Purchase Agreement and each other Loan Document are true and correct in all respects on the date hereof, except as such representations and/or warranties may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement. The Borrower hereby reconfirms and reaffirms all agreements and covenants made by it pursuant to the terms and conditions of the Note Purchase Agreement, except as such agreements and/or covenants may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement.
6. The Borrower hereby represents and warrants to the Purchaser that (i) the Borrower has the legal power and authority to execute and deliver this Amendment; (ii) the officers of the Borrower have been duly authorized to execute and deliver this Amendment and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof, (a) do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or (b) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this Amendment, constitutes valid and binding obligations of the Borrower in every respect, enforceable in accordance with its respective terms.
7. The Borrower represents and warrants that (i) after giving effect to this Amendment, no Event of Default exists under the Note Purchase Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof, and (ii) it presently has no claims or actions of any kind at law or in equity against the Purchaser arising out of or in any way relating to the Note Purchase Agreement.
8. Each reference to the Note Purchase Agreement that is made in the Note Purchase Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note Purchase Agreement as amended hereby.
9. Except as amended hereby, all of the terms and conditions of the Note Purchase Agreement shall remain in full force and effect. This Amendment amends the Note Purchase Agreement and is not a novation thereof.
10. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any signature delivered by a party by facsimile, e-mail or other electronic transmission shall be deemed to be an original signature hereto.
11. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Florida without regard to the principles of the conflicts of law thereof.
[INTENTIONALLY LEFT BLANK]
| -2- |
| --- |
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be executed on the date first written above as a document under seal.
| BORROWER: | |
|---|---|
| VIP<br> Play, Inc., a Nevada corporation, | |
| f/k/a<br> KeyStar Corp. | |
| By: | /s/ Bruce A. Cassidy |
| Bruce<br> A. Cassidy, its Executive Chairman | |
| PURCHASER: | |
| /s/ Rick Hackel | |
| Rick<br> Hackel, an individual |
Acknowledged and consented to, as of the date first written above, by:
REQUISITENOTEHOLDERS:
| /s/Dennis Colletti |
|---|
| Dennis<br> Colletti, an individual |
The Access Fund I, LP,
a Delaware limited partnership
| By: | Hestia<br> Management LLC, |
|---|---|
| a<br> Delaware limited liability company, | |
| its<br> general partner | |
| By: | /s/ Michael Preble |
| Michael<br> Preble, its Manager |
EXHIBIT1
SCHEDULEOF PURCHASERS
As of September 8, 2025
| Purchaser: | Closing Date: | Consideration and Principal Balance of Promissory Note: | |
|---|---|---|---|
| Rick Hackel | August 23, 2023 | $ | 200,000.00 |
| Dennis Colletti | August 28, 2023 | $ | 500,000.00 |
| Access Fund I, LP | September 1, 2023 | $ | 150,000.00 |