Browse EX-10 agreements

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:

 

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Operational efficiency and scalability guidance

 

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Reliability and resiliency best-practice recommendations

 

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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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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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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

FORM OF WARRANT TO PURCHASE ORDINARY SHARES

REGENTIS BIOMATERIALS, LTD.

Warrant Shares: _______

Issue Date: [_], 2026

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Execution Version

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 17, 2026, between Regentis Biomaterials Ltd., a company incorporated under the laws of the State of Israel, having its registered office at Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

FORM OF PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES

REGENTIS BIOMATERIALS, LTD.

Warrant Shares: _______

Issue Date: [_], 2026

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Execution Version

FORM OF PLACEMENT AGENCY AGREEMENT

June 17, 2026

 

Regentis Biomaterials Ltd.

60 Medinat Hyahudim

Hertzliya, Israel 4676652

Attention: Ehud Geller, Chief Executive Officer 

 

Dear Mr. Geller:

 

This letter (the “Agreement”) constitutes the agreement between ThinkEquity LLC, as placement agent (the “Placement Agent”), and Regentis Biomaterials Ltd., a company incorporated under the laws of the State of Israel, having its registered office at Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711 (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) ordinary shares (the “Shares”), no par value per share (the “Ordinary Shares), and/or pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”), depending on the beneficial ownership percentage of the purchaser of the Ordinary Shares following its purchase, and (ii) warrants to purchase Ordinary S

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FORM OF REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2026, between Regentis Biomaterials Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

 

“Cutback Registration Statement” shall have the meaning set forth in Section 2(c).

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Form of Placement Agent Warrant

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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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