Browse EX-10 agreements

CONFIDENTIAL

 

Digital Asset Acquisition Corp.

 

FORM OF NON-REDEMPTION AGREEMENT

 

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [●], 2026, is made by and among Digital Asset Acquisition Corp., a Cayman Islands exempted company (as such entity exists on the date hereof and as it exists following the Domestication and the Merger as described below, as applicable, the “Company”), and the undersigned investor (the “Investor”).

 

WHEREAS, the Company is a special purpose acquisition company whose Class A ordinary shares (“Ordinary Shares”) are traded on the Nasdaq Stock Market LLC under the symbol “DAAQ”;

 

WHEREAS, on January 13, 2026, the Company entered into a business combination agreement (the “Business Combination Agreement”), by and between the Company and Old Glory Holding Company, a Delaware corporation, registered as a Bank Holding Company under the Bank Holding Company Act of 1956 (“Old Glory”);

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), (ii) the Acquiror, (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Company, (ii) Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger,

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CONSENT AND LIMITED WAIVER

 

This Consent and Limited Waiver (this “Consent”) is made as of June 17, 2026, by the undersigned director and/or officer (“Undersigned”) of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”).

 

WHEREAS, the Undersigned is entitled to exculpation from liability, indemnification, and reimbursement of expenses pursuant to the Maryland General Corporation Law (the “MGCL”), the Company’s Articles of Amendment and Restatement, as amended (the “Charter”), including Article V, and Article IX thereof, the Company’s Amended and Restated Bylaws (the “Bylaws”), and a Director and/or Officer Indemnification Agreement between the Company and the Undersigned (the “Indemnification Agreement”);

 

WHEREAS, the Company is in the process of electing to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), by filing a notification of election on Form N-54A with the U.S. Securities and Exchange Commission (the “SEC”);

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), and [●] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), (ii) the Acquiror, (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger

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VOTING And SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of [________], 2026, is entered into by and among Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), and [·] (the “Stockholder”).

 

RECITALS

 

WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Company, (ii) Chicago Atlantic BDC, Inc., a Maryland corporation (the “Acquiror”), (iii) solely for limited purposes, Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company (the “Acquiror Adviser”), and (iv) solely for limited purposes, Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company (the “Company Manager”), are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement), which provides for, among other things, the merger of the Company with and into the Acquiror (the “Merger”), with the Acquiror surviving the Merger,

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Exhibit 10.1 

 

Execution Version

 

FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT

 

This first amendment (this “Amendment”), dated as of June 17, 2026, to the Stockholders Agreement, dated as of December 11, 2025 (as the same may be amended, modified or supplemented in accordance with its terms, the “Stockholders Agreement”), is entered into by and among Katapult Holdings, Inc., a Delaware corporation (the “Company”), and each other Person party hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of the Stockholders and the Company are referred to hereinafter each as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties entered into the Stockholders Agreement as of December 11, 2025 (the “Original Execution Date”);

 

WHEREAS, Section 3.2 of the Stockholders Agreement permits the parties thereto to amend the Stockholders Agreement by a written instrument executed by the Stockholders and the Company; and

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SPONSOR INDEMNIFICATION AGREEMENT

 

This Sponsor Indemnification Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware Corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement, dated as of June 12, 2026, entered into by and among Graf Global Corp., a Cayman Islands exempted company (the “SPAC”), Pubco, Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Pubco, Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco, and the Company (the “Business Combination Agreement”).

 

RECITALS

 

WHEREAS, on the date hereof, Pubco consummated the transactions contemplated by the Business Combination Agreement; and

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WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

among

 

GRAF GLOBAL CORP.,

 

BIG3 BASKETBALL HOLDINGS, INC.

 

and

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

Dated [●], 2026

 

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2026 and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Graf Global Corp., a Cayman Islands exempted company which, on the day prior to the SPAC Merger, transferred by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to the Companies Act (as Revised) of the Cayman Islands (the “SPAC”), Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as

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LOCK-UP AGREEMENT

 

This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc. “Pubco”), the shareholders of Pubco listed on the signature pages hereto under the heading “Lock-up Securityholders,” each officer and director of Pubco, the Company (as defined below) and SPAC (as defined below) who hold Pubco Common Stock and/or Pubco Warrants (each as defined below) as of the Closing Date, and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto in order to become a “Lock-up Securityholder” for purposes of this Agreement (collectively, the “Lock-up Securityholders,” and each individually, a “Lock-up Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERTIBLE PROMISSORY NOTE (“NOTE”)

 

Principal Amount: Up to $200,000 Dated: June 10, 2026

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REGISTRATION RIGHTS AGREEMENT

 

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor listed on the signature pages hereto (the “Sponsor Members”), Cantor Fitzgerald & Co. (the “IPO Underwriter”), the directors and officers of SPAC listed on the signature pages hereto (the “SPAC Holders”), and certain members of BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such members, the “Company Holders” and, together with the Sponsor, the Sponsor Members, the SPAC Holders, the IPO Underwriter and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used and not otherwise defined herein shall have the

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