11,000,000 Units Deep Medicine Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
The undersigned, Deep Medicine Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”) and Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other undersigned parties listed under Holders on the signature page hereto (together with the Sponsor, each a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2024 • TruGolf Holdings, Inc. • Sporting & athletic goods, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 2, 2024, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2024 • TruGolf Holdings, Inc. • Sporting & athletic goods, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [__], 2024, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2021 by and between Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 24th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 21, 2023 by and among (i) Deep Medicine Acquisition Corp., a Delaware corporation (together with its successors (as defined below), the “Purchaser”), (ii) DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Christopher Jones, an individual, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effec
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and_________________ (“Indemnitee”).
I-Bankers Securities, Inc. Keller, TX 76248Deep Medicine Acquisition Corp. • November 1st, 2021 • Blank checks • New York
This is to confirm our agreement whereby Deep Medicine Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statements on Form S-1 (File Nos. 333-259500 and 333-260515) filed with the U.S. Securities and Exchange Commission in connection with its initial public offering (“IPO”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • April 6th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of March 31, 2023, by and among (i) Deep Medicine Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) TruGolf, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • July 12th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of ___________, 2023 by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 20 , by and among TruGolf Inc., a Delaware corporation (the “Company”) and (the “Investor”).
LOAN AGREEMENTLoan Agreement • December 7th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • Nevada
This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Li Holding, Inc., a Florida corporation (the “Lender”).
Exhibit B FORM OF Amended and Restated REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2022 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [_____], 2022 by and among (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), (ii) Deep Medicine Acquisition Corp., a Delaware corporation (“DMAC”), (iii) Bright Vision Sponsor LLC, a Delaware limited liability company (“Sponsor”) and the other undersigned parties listed as “Initial Investors” on the signature pages hereto (each, including Sponsor, an “Initial Investor” and collectively, the “Initial Investors”), and (iv) the undersigned parties listed as “Exchange Investors” on the signature pages hereto (each, an “Exchange Investor” and collectively, the “Exchange Investors”, and the Initial Investors and the Exchange Investors being each an “Investor”, and collectively the “Investors”).
RIGHTS AGREEMENTRights Agreement • November 1st, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 26, 2021 by and between Deep Medicine Acquisition Corp., a Delaware company with offices at 595 Madison Avenue, 12th Floor, New York, NY 10017 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).
Deep Medicine Acquisition Corp. New York, NY 10017Letter Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one right. Each right (a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-259500) and prospectus (the
TRUGOLF, INC. EXECUTIVE EMPLOYMENT AGREEMENT CHRISTOPHER JONES PRESIDENT AND CHIEF EXECUTIVE OFFICEREmployment Agreement • October 13th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • Utah
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 5th day of January 2023 (the “Execution Date”), to be effective as of the Effective Date as defined below between TruGolf, Inc., a Nevada corporation (the “Company”), and Christopher Jones (“Executive”) (each of the Company and Executive are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
LOAN AGREEMENTLoan Agreement • November 17th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • Nevada
This Loan Agreement (“Agreement”) is made and entered into in this 25 day of May, 2022 (“Effective Date”), by and between TRUGOLF, INC., a Utah corporation, its successors and assigns (the “Company”), and Ronin Equity Partners, Inc., a Texas corporation (the “Lender”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 1st, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Private Placement Units Purchase Agreement (this “Agreement”) is made as of the 26th day of October, 2021, by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 595 Madison Avenue, 12th Floor, New York, NY 10017, Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business at 595 Madison Avenue, 12th Floor, New York, NY 10017, and I-Bankers Securities, Inc., (“I-Bankers”, together with the Sponsor, “Subscribers”).
EXHIBIT A FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 18th, 2022 • Deep Medicine Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [_____], 2022, by and between (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below). Pubco and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANTDeep Medicine Acquisition Corp. • November 17th, 2023 • Sporting & athletic goods, nec
Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and High Creek Ventures, LLC, (“High Creek”, and together with the Company, the “Parties”, and each, a “Party”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Share Purchase Warrant • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY DEEP MEDICINE ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ONE YEAR AFTER THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANTDeep Medicine Acquisition Corp. • November 17th, 2023 • Sporting & athletic goods, nec
Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and Greentree Financial Group Inc, (“Greentree”, and together with the Company, the “Parties”, and each, a “Party”).
COMMON STOCK PURCHASE WARRANT AMENDMENT NUMBER 1Common Stock Purchase Warrant • November 6th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec
Pursuant to the Common Stock Purchase Warrant Agreement entered into on May 25, 2022 and in conjunction with the Loan Agreement dated May 25, 2022, whereby the Warrant Holder was entitled to purchase from TruGolf, inc. (the “Company”)the Company at any time after the Issue Date and before the Expiration Date THREE HUNDRED FIFTY THOUSAND (350,000) shares (the “Warrant Shares”) of common stock (the “Common Stock) at an exercise price of TWO DOLLARS (US$2.00) per share (as adjusted from time to time) from and after the Issue Date and through and including 5:00 p.m. New York time on the Expiration Date.
EXHIBIT A PLEDGE AGREEMENTPledge Agreement • October 13th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • New York
PLEDGE AGREEMENT (this “Agreement”) dated as of JANUARY 23, 2023, between TruGolf, Inc., having its principal place of business at 60 North 1400 West, Centerville, Utah 84014, represented by Chris Jones (the “Pledgor”) and ETHOS ASSET MANAGEMENT Inc, having its principal place of business at 4660 La Jolla Village Drive, San Diego, California, 92122, United States of America, herein represented by Mr. CARLOS MANUEL DA SILVA SANTOS, acting in its capacity as secured party (the “Secured Party”).
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTEDeep Medicine Acquisition Corp. • November 17th, 2023 • Sporting & athletic goods, nec
WHEREAS, the Parties have entered into a Convertible Promissory Note dated as of May 25, 2022 (the “Existing Note”) and desire to amend the Existing Note on the terms and subject to the conditions set forth herein.
AGREEMENT № EAM- EAM-TGI-1229-2022 PROJECTAgreement • October 13th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • New York
This Agreement (“Agreement”), dated January 23, 2023, is between ETHOS ASSET MANAGEMENT INC., a corporation, incorporated under the laws of the USA, having its principal place of business at 4660 La Jolla Village Drive, San Diego, California, 92122, United States of America, herein represented by Mr. CARLOS MANUEL DA SILVA SANTOS (“Party A” or “EAM”), and TruGolf, Inc., having its principal place of business at 60 North 1400 West, Centerville, Utah 84014, represented by Chris Jones (“Party B” or TGI).
ASSIGNMENT OF SERVICE AGREEMENTAssignment of Service Agreement • November 17th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • Florida
THIS ASSIGNMENT OF SERVICE AGREEMENT (“Assignment”) is made as of April 3, 2023 (“Effective Date”), by and between Ronin Equity Partners, Inc. (“Assignor”) and High Creek Ventures, LLC (“Assignee”), each being referred throughout this Assignment as a “Party,” and collectively as the “Parties.”
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • November 17th, 2023 • Deep Medicine Acquisition Corp. • Sporting & athletic goods, nec • Delaware
This WARRANT CANCELLATION AGREEMENT (this “Agreement”), dated as of July 10th, 2023 (the “Effective Date”), is entered into by and between TruGolf, Inc., a Nevada corporation (the “Company”), and Greentree Financial Group, Inc. (alternatively referred to as “Greentree” or the “Warrant holder”). Greentree and the Company are collectively referred to as the “Parties”.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • April 6th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 31, 2023, by [_____________________] (the “Subject Party”) in favor of and for the benefit of Deep Medicine Acquisition Corp. a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “TruGolf, Inc.” (including any successor entity thereto, the “Purchaser”), TruGolf, Inc., a Nevada corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
BUSINESS COMBINATION AGREEMENT by and among DEEP MEDICINE ACQUISITION CORP., as DMAC, CHIJET MOTOR COMPANY, INC., as Pubco, CHIJET MOTOR (USA) COMPANY, INC., as Merger Sub, CHIJET INC., as the Company, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN,...Business Combination Agreement • July 18th, 2022 • Deep Medicine Acquisition Corp. • Blank checks • Delaware
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 6th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Support Agreement (this “Agreement”) is made as of March 31, 2023, by and among (i) TruGolf, Inc. a Nevada corporation (the “Company”), (ii) Deep Medicine Acquisition Corp., a Delaware corporation (together with its successors, “Purchaser”), and (iii) Bright Vision Sponsor LLC, a Delaware limited liability company (“Sponsor”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
TruGolf - Brenner Adams - MOUDeep Medicine Acquisition Corp. • October 13th, 2023 • Sporting & athletic goods, nec
This Memorandum of Understanding is made and entered into the 1st day of June 2022, by and between TruGolf, a Nevada corporation (“Company”), and Brenner Adams, (“Agent”). This Memorandum of Understanding is meant to be legally binding, and to verify the mutual intent of both parties to secure a working relationship between both parties and is prepared to provide a working framework in lieu of a final agreement.
BRIGHT VISION ACQUISITION CORP. New York, NY 10017Deep Medicine Acquisition Corp. • September 13th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 15, 2021 by and between Bright Vision Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Bright Vision Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Nathan Larsen - TruGolf - MOUDeep Medicine Acquisition Corp. • October 13th, 2023 • Sporting & athletic goods, nec
This Memorandum of Understanding is made and entered into the 1st day of June 2022, by and between TruGolf, a Nevada corporation (“Company”), and Nathan Larsen, (“Agent”). This Memorandum of Understanding is meant to be legally binding, and to verify the mutual intent of both parties to secure a working relationship between both parties and is prepared to provide a working framework in lieu of a final agreement.
