Browse EX-10 agreements

Final Form

THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS ONE (1) YEAR AFTER THE ISSUANCE DATE (AS DEFINED IN THIS WARRANT), THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

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WARRANT TO PURCHASE SHARES OF COMMON STOCK

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SPACE-EYES, INC.

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Warrant Shares: [ ● ]1	Issuance Date: [ ● ]

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2026, between Calisa Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), which will, upon consummation of the business combination contemplated thereby, become the surviving publicly traded parent company (“Surviving PubCo” or 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 Amended and Restated Securities Purchase Agreement, dated as of the date hereof, between Goodvision (or its applicable affiliate) and each Purchaser, pursuant to which, upon consummation of the Business Combination, Surviving PubCo will issue the Registrable Securities to the Purchasers (the “Purchase Agreement”).

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E****xhibit 10.1

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2026, between Calisa Acquisition Corp., a Cayman Islands exempted company (the “Company”, “Calisa”, or the “SPAC”), and the entity identified on the signature pages hereto the “Purchaser”).

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of March 6, 2026 (the “Merger Agreement”), by and among the Company, Calisa Merger Sub Inc., a Cayman Islands exempted company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted company (“Goodvision” or the “Target Company”), pursuant to which, upon the consummation of the transactions contemplated by the Merger Agreement (the “Business Combination”), Goodvision will become a wholly owned subsidiary of the Company, and the Company will continue as the surviving publicly traded parent company and will be renamed Goodvision AI Holding Limited (the “Surviving PubCo”);

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of July 30, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of July 30, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of July 29, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of July 29, 2026

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Execution Version

AGREEMENT AND PLAN OF MERGER

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by and among

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LANGHAM PROJECT LLC

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LANGHAM MERGER SUB, INC.,

and

LOGICMARK, INC.

Dated as of July 31, 2026

TABLE OF CONTENTS

RECITALS		1
ARTICLE I THE MERGER		1
1.1.	Merger of Merger Sub into the Company	1

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Startech Inc.], a Delaware corporation domesticated from the British Virgin Islands (the “Company”) (formerly known as Newbridge Acquisition Limited, a British Virgin Islands business company, prior to its domestication as a Delaware corporation), Wealth Path Holdings Limited, a British Virgin Islands limited liability company (the “Sponsor”), Kingswood Capital Partners, LLC (the “Representative”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor, the Representative and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, an “Existing Holder” and collectively, the “Existing Holders”), certain former stockholders of Startech Group Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among Wealth Path Holdings Limited, a British Virgin Islands business company (the “Sponsor”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is effective as of the signing date of the Business Combination Agreement, by and among Bluerock Acquisition Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (the “Company”), and those Persons set forth on Schedule A hereto who have executed this Agreement or a counterpart hereof (each a “Stockholder”). Each of Purchaser, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

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RECITALS

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