Browse EX-10 agreements

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WORKING CAPITAL LOAN AGREEMENT

This Working Capital Loan Agreement (this “Agreement”) is entered into as of July 22, 2026 (the “Effective Date”), by and between:

LENDER

GV Assets Holdings Limited (Company No. 2188841), a company incorporated in British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. (the “Lender”);

and

BORROWER

Goodvision AI Inc. (Company No. 427064), an exempted company incorporated under the laws of the Cayman Islands with its registered office at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Borrower”).

The Lender and the Borrower are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Borrower is a holding company and conducts its business through its subsidiaries, which are engaged in AI technology services and related commercial operations;

(B) The Borrower requires additional working capital and funding for general corporate purposes in connection with its business operations; and

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WORKING CAPITAL LOAN AGREEMENT

This Working Capital Loan Agreement (this “Agreement”) is entered into as of July 1, 2026 (the “Effective Date”), by and between:

LENDER

GV Assets Holdings Limited (Company No. 2188841), a company incorporated in British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. (the “Lender”);

and

BORROWER

Goodvision AI Inc. (Company No. 427064), an exempted company incorporated under the laws of the Cayman Islands with its registered office at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Borrower”).

The Lender and the Borrower are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Borrower is a holding company and conducts its business through its subsidiaries, which are engaged in AI technology services and related commercial operations;

(B) The Borrower requires additional working capital and funding for general corporate purposes in connection with its business operations; and

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Exhibit 10.28

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CONVERSION & MUTUAL RELEASE AGREEMENT

This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of July 30, 2026 (the “Effective Date”), is entered into by and among Waterdrip Investment Limited, a company incorporated under the laws of Hong Kong (“Waterdrip”), Goodvision AI Inc., an exempted company incorporated under the laws of the Cayman Islands (“Goodvision AI”), and Calisa Acquisition Corp., a Cayman Islands exempted company (“Calisa”). Upon the consummation of the Business Combination (as defined below), Calisa will continue as the publicly traded parent company and public reporting company and will be renamed Goodvision AI Holding Limited (“Surviving PubCo”). Waterdrip, Goodvision AI and Calisa are collectively referred to herein as the “Parties.”

WHEREAS, pursuant to that certain Loan Agreement dated June 1, 2026, Waterdrip made a loan in the original principal amount of US$520,000 to Goodvision AI (the “Loan”);

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AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENT

This Amendment No. 1 to Business Combination Agreement, dated as of June 12, 2026 (the “Amendment”), is to amend the Business Combination Agreement (the “Existing BCA”), which was made and entered into as of October 29, 2025, by and among Eureka Acquisition Corp, a Cayman Islands company (the “SPAC”), Marine Thinking Inc., a company incorporated under the CBCA (the “Company”), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.

Recitals

WHEREAS, pursuant to Section 9.4 of the Existing BCA, the Existing BCA may be amended by a writing signed by each of Parent and the Company; and

WHEREAS, the SPAC, the Company and the Amalgamation Sub desire to amend the Existing BCA to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE

REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on September 26, 2025:

Party A:	III Company Registration Number:

Company Registration Number:  2056563        

Party B:	iitl., iit

Company Registration Number:  75862015

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE
REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

**Contract No.: **

**Date of Signing: **September 21, 2025

Party A:

Company registration number: 

Party B:

Company registration number: 

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE
REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

**Contract No: **

**Date of Signing: **September 29, 2025

Party A:

Address:  

Company registration number: 

Party B:

Address:  

Company registration number: 

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT
BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE
REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as “this Framework Agreement”) is entered into by Party A and Party B on September 22, 2025:

Party A:
Registered Address
Party B:
Registered Address

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SHARE PURCHASE AGREEMENT

dated as of July 24, 2026

by and among

OPEN WORLD LTD.,

GEM GLOBAL YIELD LLC SCS

and

GEM YIELD BAHAMAS LIMITED

Table of Contents

Page

ARTICLE I DEFINITIONS		1

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**NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. **

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

OPEN WORLD LTD.

Expires: The date that is the third (3rd) anniversary of the Warrant Issuance Date

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REGISTRATION RIGHTS AGREEMENT

[●], 2026

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among OPEN WORLD LTD., an exempted company incorporated in the Cayman Island, whose registered office is at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at CUB Financial Centre, Unit GF5, Lyford Cay, Nassau, Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

RECITALS

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**TRADEMARK MATTERS AGREEMENT **

This TRADEMARK MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2026 (the “Effective Date”), is entered into by and between Platinum SpinCo Inc., a Delaware corporation (“Licensor”) and Modine Manufacturing Company, a Wisconsin corporation (“Licensee” and, together with Licensor, the “Parties,” and each, individually, a “Party”).

**R E C I T A L S: **

WHEREAS, Licensor, Licensee, and Gentherm Incorporated, a Michigan corporation (“Gold”) are parties to that certain Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”) pursuant to which Licensee has agreed to transfer (and to cause certain of its Subsidiaries to transfer) to the SpinCo Group, and SpinCo has agreed to accept and assume from Licensee (and such Subsidiaries), the SpinCo Assets and the SpinCo Liabilities (each as defined in the Separation Agreement) (the “Separation”), subject to the terms and conditions set forth therein; and

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