KeyStar Corp. Sample Contracts
KEYSTAR CORP COMMON STOCK WARRANTWarrant Agreement • September 19th, 2023 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This certifies that Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Investor”), or any party to whom this Common Stock Warrant (this “Warrant”) is assigned in compliance with the terms hereof (Investor and any such assignee being hereinafter sometimes referenced as “Holder”), is entitled to subscribe for and purchase the number of shares of fully paid and nonassessable Warrant Stock (as such term is described below) of KeyStar Corp, a Nevada corporation (the “Company”), that has an aggregate purchase price equal to the Aggregate Exercise Price (as defined below). The purchase price of each such share of Warrant Stock shall be equal to the Warrant Exercise Price (as defined below). This Warrant may be exercised during the period commencing upon the date first written above and ending on September 13, 2028.
SECOND AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • September 12th, 2025 • VIP Play, Inc. • Retail-miscellaneous retail
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.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • October 7th, 2025 • VIP Play, Inc. • Retail-miscellaneous retail • Nevada
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of October 3, 2025 (the “Grant Date”) by and between VIP PLAY INC., a Nevada corporation (the “Company”) and John Dermody (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2022 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of June 14, 2022 (the “Effective Date”), between KEYSTAR CORP., a Nevada corporation (“Company”), and JOHN LINSS, an individual residing in the State of Nevada (the “Executive”). Company and Executive are each referred to as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2022 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 26, 2022, by and between KeyStar Corp., a Nevada corporation (the “Company”), and ZenSports, Inc., a Delaware corporation (“ZenSports”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. ZenSports and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.
ContractAgreement for the Provision of a Sports Betting Solution • January 8th, 2025 • VIP Play, Inc. • Retail-miscellaneous retail
This contract contains Confidential Information, Trade Secrets and Proprietary Information pursuant to Tennessee, Arizona, West Virginia, New Jersey, Pennsylvania and Michigan Public Records Law applicable in each jurisdiction.
STOCK REDEMPTION AND PURCHASE AGREEMENTStock Redemption and Purchase Agreement • March 2nd, 2023 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This Stock Redemption and Purchase Agreement (this “Agreement”) is dated as of February 27, 2023, (the “Effective Date”) by and among KeyStar Corp., a Nevada corporation (the “Company”), and John Linss, an individual residing in the state of Nevada (the “Seller”).
CONSULTING AGREEMENTConsulting Agreement • November 6th, 2023 • KeyStar Corp. • Retail-miscellaneous retail
THIS CONSULTING AGREEMENT (“Agreement”) is entered into this 1st day of November 2023 (“Effective Date”) by and between KeyStar Corp., a Nevada corporation (the “Company”), and Mark Thomas, a resident of Florida (“Consultant”). Company and Consultant may be referred to in this Agreement individually as a “Party” and together as the “Parties.” This Agreement will supersede, and replace in the entirety, any prior agreement between the Parties regarding the Services (defined below).
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • May 28th, 2024 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 23rd day of May 2024 (“Effective Date”) by and among ZenSports, Inc., a Delaware corporation ( “ZenSports”), Mark Thomas, an individual and founder and Chief Executive Officer of ZenSports (“Mr. Thomas” and, together with ZenSports, the “ZenSports Parties”), KeyStar Corp., a Nevada corporation (“KeyStar”), and Bruce Cassidy, an individual and Chairman of the Board of Directors and Chief Executive Officer of KeyStar (“Mr. Cassidy” and, together with KeyStar, the “KeyStar Parties”). The foregoing individuals and entities are at times referred to herein collectively as the “Parties,” or individually as a “Party.”
FIRST AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • September 24th, 2024 • VIP Play, Inc. • Retail-miscellaneous retail
First Amendment to Convertible Note Purchase Agreement, dated the 25th day of July, 2024, by and between KeyStar Corp., a Nevada corporation (the “Borrower”), and __________, an _________ (the “Purchaser”) (this “Amendment”).
COMMON STOCK PURCHASE WARRANT VIP Play, Inc.Warrant Agreement • May 15th, 2026 • VIP Play, Inc. • Retail-miscellaneous retail • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to the ___________________ dated ___________, ___________________, a __________ corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from VIP Play, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
VIP Play, Inc. and Kambi Group agree to multi-year online sportsbook partnership VIP Play, Inc. (OTC:VIPZ) has chosen Kambi Group to power their sportsbook in Tennessee (currently operating as ZenSports) and in additional US states as VIP Play, Inc....Partnership Agreement • November 7th, 2024 • VIP Play, Inc. • Retail-miscellaneous retail
VIP Play, Inc. (OTC:VIPZ), an innovative mobile gambling operator within the US online gambling market, has signed a multi-year agreement with the Kambi Group to power their sportsbook growth in Tennessee and in future markets.
ASSET PURCHASE AGREEMENT by and among KeyStar Corp. and Excel Members, LLC September 12, 2022Asset Purchase Agreement • September 16th, 2022 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 12, 2022 (the “Effective Date”), by and among KeyStar Corp., a Nevada corporation (“Purchaser”), and Excel Members, LLC, a Delaware limited liability company (“Seller”). Purchaser and Seller may be referred to herein collectively as the “Parties” and each individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2022 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of ________, 202_, by and among KeyStar Corp., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • January 17th, 2023 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
The Separation Agreement and Release (“Release”) is entered into by and between KeyStar Corp. (“Keystar”) and John Linss (“Linss”) (collectively the “Parties”).
SUBSCRIPTION AGREEMENT KeyStar Corp.Subscription Agreement • February 11th, 2021 • KeyStar Corp. • Nevada
KeyStar Corp., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:
EMPLOYMENT CONDITIONS AGREEMENTEmployment Agreement • June 21st, 2022 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information, except for those Inventions that either:
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 20th, 2026 • VIP Play, Inc. • Retail-miscellaneous retail • Nevada
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.
NOTICE OF STOCK OPTION GRANTStock Option Grant • February 20th, 2026 • VIP Play, Inc. • Retail-miscellaneous retail
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.
FIRST Amendment to PROMISSORY NotePromissory Note • February 28th, 2024 • KeyStar Corp. • Retail-miscellaneous retail
This First Amendment to Promissory Note is made February 19, 2024 (“Amendment Effective Date”), by and between KEYSTAR CORP., a Nevada corporation (the “Maker”), and JOHN LINSS, a Nevada resident (the “Holder”) (this “First Amendment”). The Maker and the Holder hereby agree that the Promissory Note, dated February 27, 2023, made by the Maker in favor of the Holder in the original principal amount of One Million Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00) (as amended, restated supplemented or otherwise modified from time to time, the “Note”) shall be and hereby is amended pursuant to the terms of this First Amendment. Furthermore, the Maker and the Holder agree as follows:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.Player Account Management Services Agreement • February 11th, 2025 • VIP Play, Inc. • Retail-miscellaneous retail • Delaware
THIS PLAYER ACCOUNT MANAGEMENT SERVICES AGREEMENT is made on the date of the last signature of the Parties (the “Effective Date”)
CASINO AND SPORTSBOOK ONLINE OPERATIONS AGREEMENT between WHEELING ISLAND GAMING, INC. and VIP PLAY, INC. DECEMBER 9, 2024 CASINO AND SPORTSBOOK ONLINE OPERATIONS AGREEMENTCasino and Sportsbook Online Operations Agreement • December 17th, 2024 • VIP Play, Inc. • Retail-miscellaneous retail • West Virginia
This Casino and Sportsbook Online Operations Agreement (this “Agreement”), dated as of December 9, 2024 (the “Effective Date”), is entered into by and between Wheeling Island Gaming, Inc., a Delaware corporation (“Wheeling” or the “Operator”), and VIP Play, Inc., a Nevada corporation (“Skin Party”). Operator and Skin Party are collectively referred to herein as the “Parties” and individually as a “Party”.
CONSULTING AGREEMENTConsulting Agreement • January 31st, 2024 • KeyStar Corp. • Retail-miscellaneous retail
This CONSULTING AGREEMENT (“Agreement”) is entered into this 30th day of January 2024 (“Effective Date”) by and between KeyStar Corp., a Nevada corporation (the “Company”), and Walter Tabaschek, a resident of Florida (“Consultant”). Company and Consultant may be referred to in this Agreement individually as a “Party” and together as the “Parties.” This Agreement will supersede, and replace in the entirety, any prior agreement between the Parties regarding the Services (defined below).
KEYSTAR CORP STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • April 14th, 2023 • KeyStar Corp. • Retail-miscellaneous retail • Nevada
This Stock Option Award Agreement (this “Agreement”) is made by and between KEYSTAR CORP, a Nevada corporation (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 KEYSTAR CORP 2023 Stock Plan (the “Plan”) will have the same definition and meaning as in the Plan.