Browse EX-10 agreements

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into on [DATE], by and between Goodvision AI Holding Limited, an exempted company incorporated under the laws of the Cayman Islands and the publicly traded holding company following the consummation of the Business Combination (the “Company”), and [EXECUTIVE OFFICER], an individual (the “Executive”) (individually, each a “Party” and collectively, the “Parties”).

 

WHEREAS, the Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth;

 

WHEREAS, the Executive desires to accept such terms and conditions of this Agreement;

 

WHEREAS, the Company is expected to become a publicly traded company upon the consummation of that certain business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of March 6, 2026, by and among the Company, Calisa Acquisition Corp, and Calisa Merger Sub;

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MEMORANDUM OF UNDERSTANDING

 

CONFIDENTIAL

 

THIS MEMORANDUM OF UNDERSTANDING (the “MOU”) is made and entered into on this [Date], in [Location].

 

BETWEEN:

 

[Company] (“[Company]”), an [Entity], having its global headquarter at [Location], represented by [Company Representative] GoodVision AI Inc (“GoodVision”), a global cloud computing and AI infrastructure technology company, represented by its Director, [Goodvision Representative]. (Collectively referred to as the “Parties” and individually as a “Party”).

 

PREAMBLE

 

WHEREAS, [Company] is [Company Description],

 

WHEREAS, GoodVision is a pioneering AI computing infrastructure and asset service provider, specializing in AI inference compute and edge data center deployment, with established operational capabilities and market presence in Japan, Korea, and other Asian regions;

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Purchase Order

 

Purchase Order Date:

 

[Date]

 

 

 

Provider

 

Goodvision Inc

 

 

 

Customer

 

[Customer]

 

 

 

Agreement

 

[Enterprise Service Agreement]

 

 

 

Purchase Order Effective Date

 

[Date]

 

 

 

Term of Purchase Order

 

This Purchase Order shall commence as of the Purchase Order Effective Date and will remain in effect for 12 months (the “Initial Term”). This Purchase Order shall automatically renew for additional successive 12-month terms unless at least 30 days before the end of the then-current term either party provides written notice to the other party that it does not want to renew (the “Renewal Terms,” and together with the Initial Term, the “Purchase Order Term”). If one party needs to terminate the contract early, the other party should be notified one month in advance.

 

 

 

Products Purchased

 

Please refer to products listed in the Pricing row

 

 

 

Pricing

 

Fees are based on the pricing on [Cloud Provider] and shall be invoiced monthly in arrears.

 

 

 

No

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Form of Enterprise Service Agreement

This Service Agreement (“Agreement”) is entered into by and between:

 

[Customer] (“Customer”), with address at [Address], and

 

GoodVision Inc. (“Vendor”), with address at: [Address].

 

Customer and Vendor may be referred to individually as a “Party” or collectively as the “Parties.”

 

1. Scope of Services

 

1.1 Technical Consultation Service

 

Vendor shall provide technical consultation services to Customer, including regular discussions on technological needs, product new features, system architecture review, and recommendations for system enhancements.

 

1.2 Service Optimization

 

Vendor shall provide advisory guidance as part of the integrated Services to assist Customer in optimizing its IT and cloud environment, including:

 

●

Operational efficiency and scalability guidance

 

●

Reliability and resiliency best-practice recommendations

 

●

Security posture reviews and non-binding improvement recommendations

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DIRECTOR AGREEMENT

 

This DIRECTOR AGREEMENT (the “Agreement”), is entered into as of [DATE], by and between Goodvision AI Holding Limited, an exempted company incorporated under the laws of the Cayman Islands and the publicly traded holding company following the consummation of the Business Combination (the “Company”), and [DIRECTOR], an individual (the “Director”) (individually, each a “Party” and collectively, the “Parties”).

 

WHEREAS, the Company desires to employ the Director as its director of the Board to assure itself of the services of the Director during the term of Employment (as defined below);

 

WHEREAS, the Director desires to be employed by the Company as its director during the term of Employment and upon the terms and conditions of this Agreement;

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MASTER SERVICE AGREEMENT

 

This Master Service Agreement (this “Agreement”) is entered into as of [DATE] by and between:

 

(1) [Customer], a corporation organized under the laws of [Jurisdiction], with its principal place of business at [Address] (“Party A” or the “Customer”); and

 

(2) GOODVISION INC., a corporation organized under the laws of the State of California, with its principal place of business at [Address] (“Party B” or the “Service Provider” or “GoodVision”).

 

Party A and Party B are each individually a “Party” and collectively, the “Parties.”

 

ARTICLE 1 DEFINITIONS

 

In this Agreement, unless the context requires otherwise:

 

“GoodVision Service” means the LLM and Cloud–related services and solutions, including access to AI capabilities, technical support, implementation assistance, operational support, and related consulting services

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GOODVISION AI INC.

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of __________, by and among Goodvision AI Inc., a Cayman Islands exemption company (the “Company”), and the persons and/or entities (each, an “Investor”, and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A.

 

WHEREAS, each Investor wishes to purchase from the Company, and the Company wishes to sell and issue to each Investor, convertible notes (each, a “Note”, and collectively, “Notes”), each in the principal amount as specified next to such Investor’s name in Exhibit A (the “Principal Amount”), carrying interest accruing on the outstanding unpaid Principal Amount, payable only upon cash repayment of the Notes in accordance with their terms (the “Interest”), with the rights and preferences substantially set forth in the form of convertible note (the “Form of Note”) attached hereto as Exhibit B, upon the terms and conditions set forth in this Agreement;

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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

WHEREAS, the Parties desire to amend certain terms of the Stockholders Agreement to the extent provided herein.

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Exhibit 10.80

Execution Version

THIRD AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT

This THIRD Amendment TO MASTER LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 19, 2025, by and among AARON’S RECEIVABLES, LLC, a Delaware limited liability company (“Borrower”), each of the lenders party to the Loan Agreement (defined below) (individually, each a “Lender” and collectively, the “Lenders”) and BP COMMERCIAL FUNDING TRUST III, SERIES SPL-VI, a statutory series of BP COMMERCIAL FUNDING TRUST III, a Delaware statutory trust, for itself and for no other series of BP COMMERCIAL FUNDING TRUST III, as administrative agent (in such capacity, “Administrative Agent”).

Recitals

A.Borrower, Lenders and Administrative Agent, entered into that certain Master Loan and Security Agreement, dated as of October 2, 2024 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the “Loan Agreement”); and

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Execution Version

Katapult Holdings, Inc.

5630 Legacy Drive, Building 2

Plano, TX 75024

December 11, 2025

HHCF Series 21 Sub, LLC

88 West Mound Street

Columbus, Ohio 43215

Attention: John Detwiler

Re: Side Letter to Merger Agreement

Ladies and Gentlemen:

Reference is made to: (i) that certain Agreement and Plan of Merger, to be entered into simultaneously with the execution and delivery of this letter agreement, by and among Katapult Holdings, Inc., a Delaware corporation (“Katapult”), Katapult Merger Sub 1, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Katapult, Katapult Merger Sub 2, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Katapult, CCF Holdings LLC, a Delaware limited liability company (“CCFI”), and Aaron’s Intermediate Holdco, Inc., a Delaware corporation (“Aaron’s”), as it may be amended or modified from time to time (the “Merger Agreement”); (ii) that certain Series A Investment Agreement, by and between Katapult and HHCF Series 21 Sub, LLC (“Hawthorn”), dated November 3, 2025 (the “Series A Investment

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FOURTH AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 10th day of February, 2025, by and among TMX MP SPE, LLC, a Delaware limited liability company (“Borrower”), each of the lenders from time to time party hereto (individually, each a “Lender” and collectively, the “Lenders”) and BP COMMERCIAL FUNDING TRUST II, SERIES SPL-XVI, a statutory series of BP COMMERCIAL FUNDING TRUST II, a Delaware statutory trust, for itself and for no other series of BP COMMERCIAL FUNDING TRUST II, as administrative agent (in such capacity, “Administrative Agent”).

RECITALS

A.Borrowers, Lenders and Administrative Agent entered into that certain Master Loan and Security Agreement, dated as of February 10, 2023 (as heretofore amended, and as same may be further amended and restated, supplemented, revised, or otherwise modified from time to time, the “Loan Agreement”); and

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