Form 8-K
8-K — Digital Asset Acquisition Corp.
Accession: 0001493152-26-029392
Filed: 2026-06-18
Period: 2026-06-18
CIK: 0002052162
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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2026-06-18
2026-06-18
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2026-06-18
2026-06-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 18, 2026
DIGITAL
ASSET ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman
Islands
001-42612
N/A
00-0000000
(State
or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S.
Employer
Identification No.)
174
Nassau Street,
Suite 2100
Princeton,
New Jersey 08542
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (609) 924-0759
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☒
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
DAAQU
The
Nasdaq Stock Market LLC
Class
A ordinary shares, par value $0.0001 per share
DAAQ
The
Nasdaq Stock Market LLC
Redeemable
warrants, each whole redeemable warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
DAAQW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously announced, on January 13, 2026, Digital Asset Acquisition Corp. (“DAAQ”) and Old Glory Holding Company (“Old
Glory Bank”), entered into a business combination agreement (the “Business Combination Agreement”), for a business
combination transaction (the “Business Combination”) that will result in, among other things, (i) DAAQ changing its jurisdiction
of incorporation by deregistering as a Cayman Islands exempted company and domesticating as a corporation incorporated under the laws
of the State of Texas, and, in connection therewith, changing its name to “OGB Financial Company” (“Pubco”) and
(ii) Old Glory Bank merging with and into Pubco, with Pubco continuing as the surviving company.
Prior
to the closing of the Business Combination, DAAQ intends to enter into non-redemption agreements (the “Non-Redemption Agreement”)
with unaffiliated third-party holders (such third-party holders, the “NRA Investors”) of Class A Ordinary Shares, par value
$0.0001 per share, of DAAQ (the “Class A Ordinary Shares”), pursuant to which such NRA Investors will agree to not redeem
the Class A Ordinary Shares held by them in connection with the extraordinary general meeting of shareholders of DAAQ to be held to approve
the Business Combination. In exchange for such commitment, DAAQ will agree that, immediately following the consummation of the Business
Combination, Pubco will issue to the NRA Investors, for no additional consideration, warrants (the “Non-Redemption Warrants”)
to purchase shares of common stock, par value $0.0001 per share, of Pubco (the “Common Stock”), in an amount equal to 3.25
Non-Redemption Warrants for each Class A Ordinary Share not redeemed by such NRA Investor in accordance with the terms of the Non-Redemption
Agreements.
The
Non-Redemption Warrants will be immediately exercisable upon issuance and will expire five years from the closing date of the Business
Combination (the “Exercise Period”). The Non-Redemption Warrants, if exercised, may be exercised only for cash. Each Non-Redemption
Warrant will be initially exercisable at $12.00 per share of Common Stock, subject to adjustments for stock dividends, splits, combinations
and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock
at prices less than the exercise price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock
on the 46th trading day following the twelve month anniversary of the closing of the Business Combination (the “Closing Date”)
is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average
price and (ii) $6.00. Further, if Pubco undergoes a change of control during the Exercise Period, then (i) the surviving entity will
assume the Non-Redemption Warrants if Pubco is not the surviving company, and (ii) if the consideration to be paid in connection with
such change of control is comprised of at least 30% cash, then the exercise price will be reduced by an amount equal to (a) the exercise
price in effect prior to such reduction, minus (b)(x) the Per Share Consideration (as defined below) and the Black-Scholes Value, calculated
in accordance with the terms of the Non-Redemption Warrants. In addition, if Pubco sells shares of capital stock during the Exercise
Period (other than pursuant to an equity incentive plan or for bona fide services) at a price less than $10.00 per share, subject to
adjustment for stock dividends, splits, combinations and similar events, then the exercise price will be reduced to such issuance price,
plus 20%. For purposes of the foregoing, the term “Per Share Consideration” means (i) if the consideration paid to holders
of shares of Common Stock consists entirely of cash, then such per share cash amount, and (ii) in all other cases, the volume weighted
average price of Common Stock during the ten trading day period ending on the trading day prior to the effective date of such change
of control.
Each
Non-Redemption Agreement will also provide for certain customary registration rights with respect to the shares of Common Stock underlying
the Non-Redemption Warrants.
The
Non-Redemption Agreements will terminate and be of no further force or effect upon the earliest to occur of (a) the termination of the
Business Combination Agreement in accordance with its terms, (b) the mutual written consent of the parties thereto and (c) the issuance
of the applicable Non-Redemption Warrants to such NRA Investor following the consummation of the Business Combination. Notwithstanding
the foregoing, if the Business Combination has not been consummated by the date that is 90 days after the date of the Non-Redemption
Agreements, then the Non-Redemption Agreements will terminate, unless extended by mutual written consent of the parties thereto.
The
foregoing description of the Non-Redemption Agreement and the Non-Redemption Warrants is subject to and qualified in its entirety by
reference to the full text of the forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants, copies of
which are included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), and
the terms of each are incorporated herein by reference.
The
forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants are subject to change based on ongoing negotiations
between the parties.
Additional
Information about the Business Combination and Where to Find It
The
Business Combination will be submitted to the shareholders of DAAQ for their consideration. DAAQ and Old Glory Bank have filed a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),
which includes a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed
to DAAQ’s shareholders in connection with DAAQ’s solicitation for proxies for the vote by DAAQ’s shareholders in connection
with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to
the offer and sale of the securities to be issued (or deemed issued) to DAAQ’s securityholders and Old Glory Bank’s equityholders
in connection with the completion of the Business Combination. After the Registration Statement is declared effective, DAAQ will mail
a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business
Combination. DAAQ’s shareholders and other interested persons are advised to read, once available, the Registration Statement,
the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the
definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination,
in connection with DAAQ’s solicitation of proxies for its extraordinary general meeting to be held to approve, among other things,
the Business Combination, as well as other documents filed with the SEC in connection with the Business Combination, as these documents
will contain important information about DAAQ, Old Glory Bank, and the Business Combination. Securityholders of DAAQ and Old Glory Bank
may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by DAAQ
with the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website
located at www.sec.gov or by directing a written request to DAAQ at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.
Participants
in the Solicitation
DAAQ
and its directors and executive officers may be deemed participants in the solicitation of proxies from DAAQ’s shareholders in
connection with the Business Combination. More detailed information regarding those directors and executive officers and a description
of their interests in DAAQ is contained in DAAQ’s filings with the SEC, including the Registration Statement, each of which is
available free of charge at the SEC’s website at www.sec.gov.
Old
Glory Bank’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from DAAQ’s
shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination are included in the Registration Statement.
Forward-Looking
Statements
This
Current Report includes certain statements that may constitute “forward-looking statements” within the meaning of Section
27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “seek,” “should,” “target,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about DAAQ’s or Old Glory Bank’s ability to effectuate the Business Combination
discussed in this document; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward
public company following the completion of the Business Combination) following the closing; changes in Old Glory Bank’s strategy,
future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DAAQ, Old Glory Bank and
their respective management teams, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction,
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of DAAQ and Old Glory Bank. Such forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws
and regulations, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive
agreements and any negotiations with respect to the Business Combination; (3) the outcome of any legal proceedings that may be instituted
against DAAQ, Old Glory Bank, the combined company, or others; (4) the inability to complete the Business Combination due to the failure
to obtain approval of the shareholders of DAAQ or Old Glory Bank for the Business Combination or to satisfy other conditions to closing;
(5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws
or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (7)
the risk that the Business Combination disrupts current plans and operations of DAAQ or Old Glory Bank as a result of the announcement
and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability
of the combined company to build or maintain relationships with customers and retain its management and key employees, the timing and
amount of future capital expenditures and requirements for additional capital, and the timing of future cash flow provided by operating
activities, if any; (9) costs related to the Business Combination; (10) the possibility that Old Glory Bank or the combined company may
be adversely affected by other economic, business, political and/or competitive factors; (11) estimates of expenses and profitability
and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; (12) the ability of DAAQ
to enter into Non-Redemption Agreements; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in DAAQ’s filings with the SEC, including the Registration
Statement, when available, and any periodic Exchange Act reports filed by DAAQ with the SEC such as its Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
You
should carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the
“Risk Factors” section of the Registration Statement and other documents filed by DAAQ from time to time with the SEC. If
any of these risks materialize or DAAQ’s or Old Glory Bank’s assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither DAAQ nor Old Glory Bank presently
know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect DAAQ and Old Glory Bank’s expectations, plans, or forecasts of future
events and views as of the date of this Current Report. Nothing in this communication should be regarded as a representation by any person
that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. These forward-looking statements speak only as of the date of this Current Report. DAAQ, Old Glory Bank,
and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, these forward-looking statements
should not be relied upon as representing DAAQ’s, Old Glory Bank’s, or any of their respective representatives or affiliates’
assessments as of any date subsequent to the date of this Current Report, and therefore undue reliance should not be placed upon the
forward-looking statements. This Current Report contains preliminary information only, is subject to change at any time, and is not,
and should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding
any potential investment in connection with the Business Combination.
No
Offer or Solicitation
This
Current Report and the exhibit hereto do not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange,
or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any
jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange
of any securities of Old Glory Bank or DAAQ in any jurisdiction where, or to any person to whom, such offer, sale or exchange may be
unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
10.1
Form
of Non-Redemption Agreement and Warrant Certificate.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 18, 2026
DIGITAL
ASSET ACQUISITION CORP.
By:
/s/
Peter Ort
Name:
Peter
Ort
Title:
Principal
Executive Officer and Co-Chairman
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
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”);
WHEREAS,
the Company and the Investor are entering into this Agreement in anticipation of the closing of the transactions contemplated by the
Business Combination Agreement (the “Business Combination”);
WHEREAS,
in connection with and prior to the closing of the Business Combination (the “Closing”), subject to, among other things,
the approval of the Company’s shareholders, the Company will domesticate (the “Domestication”) as a Texas corporation,
in accordance with the Texas Business Organizations Code (the “TBOC”), the Companies Act (As Revised) of the Cayman
Islands, and the Governing Documents of the Company (as may be amended from time to time, the “Cayman Constitutional Documents”);
WHEREAS,
following the Domestication, Old Glory will merge with and into the Company, upon which the separate corporate existence of Old Glory
will cease and the Company will be the surviving corporation (the “Merger”);
WHEREAS,
in connection with the Closing, the Company will be renamed “OGB Financial Company”
and the Ordinary Shares will automatically become shares of common stock, par value $0.0001 per share (the “Common Stock”);
WHEREAS,
the Company may enter into other non-redemption agreements under substantially similar terms with other investors (such non-redemption
agreements, “Other Non-Redemption Agreements”, and such other investors, “Other Investors”);
WHEREAS,
the Cayman Constitutional Documents provide that a shareholder of the Company may redeem its Ordinary Shares in connection with the consummation
of the Business Combination, on the terms set forth in the Cayman Constitutional Documents (“Redemption Rights”);
WHEREAS,
in accordance with the terms of the Cayman Constitutional Documents, in connection with the consummation of the Business Combination,
the Company will establish a deadline by which its shareholders may exercise their Redemption Rights (the “Redemption Deadline”);
1
WHEREAS,
the Investor agrees to not exercise its Redemption Rights with respect to the total number of Ordinary Shares it beneficially owns (or
agrees to beneficially own on the Redemption Deadline), as set forth on Exhibit A attached hereto (“Non-Redemption Shares”);
and
WHEREAS,
all capitalized terms used but not defined in this Agreement shall have the respective meanings specified in the Business Combination
Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements set forth in this Agreement, the parties agree as follows:
1.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Investor irrevocably and unconditionally
agrees that it will (i) beneficially own (as defined in Rule 13d-3 under the Exchange Act) the total number of Non-Redemption Shares
on and as of the Redemption Deadline and, if immediately prior to the Redemption Deadline the Investor does not then beneficially own
all of the Non-Redemption Shares, it will purchase such number of Ordinary Shares so that it beneficially owns on and as of the Redemption
Deadline the total number of Non-Redemption Shares as set forth on Exhibit A attached hereto, and (ii) not exercise its Redemption
Rights with respect to the total number of Non-Redemption Shares listed on Exhibit A attached hereto. If the Investor purchases
any Ordinary Shares pursuant to clause (i) immediately above, the Investor agrees (a) to not purchase such Ordinary Shares at a price
higher than the price offered by the Company in connection with the exercise by holders of Ordinary Shares in the exercise of such Redemption
Rights (the “Redemption Price”) and (b) to not vote any of such purchased Ordinary Shares in favor of the proposals
to be presented at the extraordinary general meeting of the Company’s shareholders held to approve the Business Combination.
2.
Transfer Restrictions. Investor hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will offer for sale, sell or otherwise dispose of (including by gift, merger, tendering into any tender
offer or exchange offer or otherwise) any Non-Redemption Shares (collectively, a “Transfer”) until the earlier of
(x) the date of the Closing (the “Closing Date”), (y) the termination of the Business Combination Agreement in accordance
with its terms and (z) the termination of this Agreement in accordance with Section 8 hereof; provided, that, Transfers by Investor
are permitted to an affiliate of Investor only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably
satisfactory in form and substance to the Company, to assume all of the obligations of Investor under, and be bound by all of the terms
of, this Agreement.
3.
Non-Redemption Warrants. Subject to the Investor’s performance of its obligations set forth in Sections 1,
2 and 7 hereof, immediately following the Closing, the Company will issue to the Investor a number of warrants to purchase
the number of shares of Common Stock (the “Non-Redemption Warrants”) equal to 3.25 multiplied by the number of Non-Redemption
Shares beneficially owned by the Investor at the Redemption Deadline, rounded up or down to the nearest whole number (with 0.5 rounded
up). Investor agrees to provide evidence reasonably satisfactory to the Company (e.g., a broker certificate) of the number of Non-Redemption
Shares beneficially owned by the Investor and not redeemed at the Redemption Deadline and any other information the Company may reasonably
request in order for it to issue the Non-Redemption Warrants to Investor. The Non-Redemption Warrants shall be governed by the terms
of the Warrant Certificate, the form of which is included as Exhibit B to this Agreement. Such Non-Redemption Warrants shall be
issued to the investor in book-entry form through the Company’s transfer agent, Efficiency
Inc.
2
4.
Representations and Warranties. Each of the parties represents and warrants to the other party that: (a) it is a validly
existing company, partnership or corporation, in good standing under the laws of the jurisdiction of its formation or incorporation;
(b) this Agreement constitutes a valid and legally binding obligation on it in accordance with its terms, subject to laws relating to
bankruptcy, insolvency and relief of debtors, and laws governing specific performance, injunctive relief and other equitable remedies;
(c) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action, and (d)
the execution, delivery and performance of this Agreement will not result in a violation of its governing documents, as applicable, or
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which it is a party or
by which it is bound.
5.
Non-Redemption Conditions. The Investor’s obligations hereunder, including (without limitation) those set forth in
Section 1 hereof, are conditioned upon the satisfaction or waiver by the Investor of the conditions that, as of the Redemption
Deadline:
(a)
the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by it at or prior to the Redemption Deadline;
(b)
all conditions precedent to the Closing of the Business Combination set forth in the Business Combination Agreement that are capable
of being satisfied as of the Redemption Deadline shall have been satisfied or waived by the parties thereto, and all other such conditions
shall be reasonably expected to be satisfied as of the Closing;
(c)
no applicable law or order restraining or prohibiting the consummation of the transactions described herein shall be in effect; and
(d)
the trading price of the Ordinary Shares on Nasdaq shall not have continuously exceeded the Redemption Price (as may be equitably adjusted
for stock dividends, splits, reverse splits, and the like) during the seven (7) consecutive trading days ending on (and including) the
trading day immediately preceding the Redemption Deadline such that the Investor is not able to purchase the Non-Redemption Shares in
accordance with Section 1 hereof.
6.
Company Representations and Warranties. The Company represents and warrants to the Investor that the Non-Redemption Warrants,
when issued and delivered to Investor after the Closing, will have been duly authorized, executed and delivered in accordance with the
terms of this Agreement, and the Non-Redemption Warrants shall be enforceable against the Company in accordance with its terms, except
as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws
relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.
3
7.
Investor Representation and Warranties. The Investor represents and warrants to the Company, that:
(a)
As of the date hereof, the Investor beneficially owns the number of Ordinary Shares set forth on Exhibit A to this Agreement,
identified as “Currently Held” and, on and as of the Redemption Deadline, will own the total number of Non-Redemption
Shares set forth on Exhibit A to this Agreement (subject to Section 5(d) hereof).
(b)
The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”).
(c)
The Investor has been advised that the Non-Redemption Warrants (and any shares of Common Stock issuable upon any exercise of the warrants)
have not been and will not at the time they are issued be registered under the Securities Act or any state securities laws and, therefore,
cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from
such registration requirements is available.
(d)
The Investor has not relied upon any information or representations made by any third parties or upon any oral or written representations
or assurances, express or implied, from the Company or any representatives or agents of the Company, other than as set forth in this
Agreement and has such knowledge and experience in financial and business matters such that the Investor is capable of evaluating the
merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial
condition and is able to bear the economic risk of such investment for an indefinite period of time.
(e)
The Investor is acquiring the Non-Redemption Warrants (and any shares of Common Stock issuable upon any exercise of the warrants) for
its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution
thereof, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Notwithstanding
the foregoing, such Investor does not agree to hold any of the Non-Redemption Warrants (or any shares of Common Stock issuable upon any
exercise of the warrants) for any minimum or other specific term and reserves the right to dispose of the Non-Redemption Warrants (or
any shares of Common Stock issuable upon any exercise of the warrants) at any time in accordance with or pursuant to a registration statement
under the Securities Act or an exemption from such registration requirements.
(f)
The Investor is not acquiring the Non-Redemption Warrants as a result of or subsequent to any general solicitation or general advertising,
including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar
media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or
general advertising.
4
8.
Additional Covenants. The Investor covenants and agrees that, except for this Agreement or any proxy or voting instruction
granted in favor of approving the transactions contemplated by the Business Combination Agreement, the Investor shall not, at any time
while this Agreement remains in effect, (i) enter into any voting agreement or voting trust with respect to the Non-Redemption Shares
(or any securities received in exchange for the Non-Redemption Shares) inconsistent with Investor’s obligations pursuant to this
Agreement, (ii) grant a proxy, a consent or power of attorney with respect to the Non-Redemption Shares (or any securities received in
exchange for the Non-Redemption Shares) unless not inconsistent with Investor’s obligations pursuant to this Agreement, (iii) enter
into any agreement or take any action that would make any representation or warranty of Investor contained in this Agreement untrue or
inaccurate in any material respect or have the effect of preventing or disabling Investor from performing any of its obligations under
this Agreement, or (iv) purchase the Non-Redemption Shares at a price higher than the Redemption Price. The Investor agrees to vote all
of its Non-Redemption Shares and any other Ordinary Shares owned by the Investor (other than Redeemed Shares purchased by the Investor
pursuant to Section 1(i) of this Agreement) in favor of approving the transactions contemplated by the Business Combination Agreement.
9.
Expenses. Each party shall be responsible for its own fees and expenses related to this Agreement and the transactions
contemplated by this Agreement.
10.
Termination.
(a)
This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (i) the termination
of the Business Combination Agreement in accordance with its terms, (ii) the mutual written consent of the parties, and (iii) the issuance
of the Non-Redemption Warrants to the Investor following the consummation of the Business Combination. Upon such termination of this
Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part
of any party to this Agreement to any person in respect of this Agreement or the transactions contemplated by this Agreement.
(b)
If not earlier terminated, this Agreement shall terminate and be of no further force or effect upon the date that is 90 days following
the date hereof if the Closing has not then occurred by such 90th day, unless this termination date in this Section 10(b) hereof
is extended by mutual written consent of the parties thereto.
(c)
Notwithstanding anything to the contrary, Section 9 hereof through and including Section 30 hereof will survive the termination
of this Agreement, unless this Agreement is terminated pursuant to Section 10(b) hereof, whereupon, only Sections 9, 11,
13, 14, and 24 shall survive such termination.
5
11.
Trust Account Waiver. The Investor acknowledges that the Company is a blank check company with the powers and privileges
to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses
or assets. As described in the Company’s prospectus relating to its initial public offering dated April 28, 2025 (the “Prospectus”)
available at www.sec.gov, the Investor further acknowledges that: (i) substantially all of the Company’s assets consist of the
cash proceeds of the Company’s initial public offering and private placement of its securities; and (ii) substantially all of those
proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders
and the underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds held in the
Trust Account that may be released to the Company to pay its tax obligations and to fund certain of its working capital requirements,
the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. In consideration of the Company entering
into this Agreement, the receipt and sufficiency of which is acknowledged, the Investor irrevocably waives any and all right, title and
interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account. Investor may not
seek recourse against the Trust Account as a result of, or arising out of, this Agreement. Notwithstanding the foregoing, nothing in
this Section 11 shall be deemed to limit or prohibit: (i) the Investor’s right to pursue a claim against the Company for
legal relief against assets held outside the Trust Account, for specific performance or other equitable relief; (ii) any claims that
the Investor may have following the consummation of the transactions contemplated by this Agreement against the Company’s assets
or funds that are not held in the Trust Account; or (iii) the Investor’s right, title, interest or claim to any monies held in
the Trust Account by virtue of its record or beneficial ownership of Ordinary Shares outstanding on the date of this Agreement or acquired
after the date of this Agreement (other than the Non Redemption Shares), pursuant to a validly exercised redemption right with respect
to any such Ordinary Shares (other than the Non-Redemption Shares), except to the extent that the Investor has otherwise agreed in writing
with the Company to not exercise such redemption right with respect to such Ordinary Shares.
12.
Public Disclosure. If the Company has not previously filed a Current Report on Form 8-K with the Securities and Exchange
Commission (the “Current Report”) reporting the material terms of this Agreement, then the Company shall do so not
later than one (1) Business Day after the execution of this Agreement (but excluding the names of the Investor and its affiliates and/or
advised funds unless required by law). The Company shall not, and shall cause its representatives to not, disclose any material non-public
information to the Investor concerning the Company, the Ordinary Shares or the Business Combination, other than the existence of this
Agreement, such that the Investor shall not be in possession of any such material non-public information from and after the filing of
the Current Report. Company agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement
unless required by applicable law, regulation or stock exchange rule and/or if expressly authorized by Investor in writing.
13.
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding,
hearing, audit, investigation or reviews by or before any governmental entity related), including matters of validity, construction,
effect, performance and remedies. Each party under this Agreement, and any person asserting rights as a third party beneficiary may do
so only if he, she or it, irrevocably agrees that any action, suit or proceeding between or among the parties, whether arising in contract,
tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement
or any related document or any of the transactions contemplated under this Agreement or any related document (“Legal Dispute”)
shall be brought exclusively in the Texas Business Court and any state appellate court therefrom within the State of Texas (or, but only
if the Texas Business Court declines to accept jurisdiction over a particular matter, any federal court within the State of Texas or,
in the event each federal court within the State of Texas declines to accept jurisdiction over a particular matter, any state court within
the State of Texas ) (collectively the “Chosen Courts”). Each party under this Agreement consents to the jurisdiction
of the Chosen Courts in any such suit, action or proceeding. To the fullest extent permitted by law, each party irrevocably waives, any
objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in the Chosen Courts or
that any such suit, action or proceeding that is brought in the Chosen Courts has been brought in an inconvenient forum. During the period
a Legal Dispute that is filed in accordance with this Section 13 is pending before the Chosen Courts, all actions, suits or proceedings
with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject
to the exclusive jurisdiction of the Chosen Courts. Each party and any person asserting rights as a third party beneficiary may do so
only if he, she or it waives, and shall not assert as a defense in any Legal Dispute, that: (a) such party is not personally subject
to the jurisdiction of the Chosen Courts for any reason; (b) such action, suit or proceeding may not be brought or is not maintainable
in the Chosen Courts; (c) such party’s property is exempt or immune from execution; (d) such action, suit or proceeding is brought
in an inconvenient forum; or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding
described in this Section 13 following the expiration of any period permitted for appeal and subject to any stay during appeal shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws.
6
14.
Waiver of Jury Trial. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF
HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL
DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT AND FOR ANY COUNTERCLAIM RELATING THERETO. IF
THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING
RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY
BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT
BE WAIVED.
15.
Freely Tradable. Assuming the Investor is not an affiliate of the Company, the Company confirms that (i) the Non-Redemption
Shares will be freely tradeable without restrictive legends following the Business Combination; (ii) the Non-Redemption Shares will not
require re-registration pursuant to a registration statement filed with the SEC on Form S-1 or Form S-3 or equivalent following the Business
Combination; and (iii) the Investor shall not be identified as a statutory underwriter in any registration statement filed with the SEC
on Form S-1 or Form S-3 or equivalent.
16.
Form W-9 or W-8. If requested by the Company in connection with the issuance of the Non-Redemption Warrants, the Investor
shall, upon or prior to the consummation of the Business Combination, execute and deliver to the Company a completed IRS Form W-9 or
Form W-8, as applicable.
7
17.
Withholding. Notwithstanding any other provision of this Agreement, the Company and any of its agents and representatives,
as applicable, shall be entitled to deduct and withhold from any amount payable hereunder any such taxes as may be required to be deducted
and withheld from such amounts (and any other amounts treated as paid for applicable tax law) under the Internal Revenue Code of 1986,
as amended, or any other applicable tax law (as determined in good faith by the party so deducting or withholding in its sole discretion).
To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of
this Agreement as having been paid to the person in respect of which such deduction and withholding was made.
18.
Non-Reliance. The Investor has had the opportunity to consult its own advisors, including financial and tax advisors, regarding
this Agreement or the arrangements contemplated under this Agreement and the Investor acknowledges that neither the Company nor any representative,
agent or affiliate of the Company has provided or will provide the Investor with any financial, tax or other advice relating to this
Agreement or the arrangements contemplated hereunder.
19.
No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the parties and their respective successors
and permitted assigns, each of whom may enforce the rights and privileges of the Company under this Agreement. Except as expressly named
in this Section 18, this Agreement is not intended, nor shall be construed, to give any person, other than the parties and their respective
successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement.
20.
Assignment. This Agreement and all of the provisions of this Agreement will be binding upon and inure to the benefit of
the parties to this Agreement and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests
or obligations under this Agreement may be transferred or assigned (including by operation of law) without the prior written consent
of the non-assigning party to this Agreement (not to be unreasonably withheld, conditioned or delayed); provided, that, for the avoidance
of doubt, the completion of the Domestication and the Merger shall not be deemed a transfer or assignment by the Company. Notwithstanding
the foregoing, the Investor may transfer its rights, interests and obligations under this Agreement to one or more investment funds or
accounts managed or advised by the Investor (or a related party or affiliate) and to the extent such transferee is not a party to this
Agreement, such transferee shall agree to be bound by the terms of this Agreement prior to any such transfer being effectuated.
8
21.
Registration Rights. In connection with the Non-Redemption Warrants, the Investor shall be entitled to the registration
rights set forth in the Warrant Certificate, the form of which is included as Exhibit B to this Agreement.
22.
No Lock-Up. The Non-Redemption Warrants shall not be subject to any lock-up provision or agreement with the Company.
23.
Notification of Closing. Company will provide Investor with at least five (5) days advance written notice of the proposed
date of Closing (the “Closing Notice”). Within two (2) Business Days after receiving the Closing Notice, Investor
shall deliver to Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Non-Redemption
Warrants to the Investor (or its lawful designee(s)).
24.
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions
of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that
monetary damages may not be an adequate remedy for such breach and the non-breaching party shall be entitled to seek injunctive relief,
in addition to any other remedy that such party may have in law or in equity, and to enforce specifically the terms and provisions of
this Agreement in the chancery court or any other state or federal court within the State of Texas.
25.
Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution
and delivery of a written agreement executed by all of the parties to this Agreement (other than modifications or correction of scrivener
errors that are solely ministerial in nature and otherwise immaterial and do not affect any economic or any other material term of this
Agreement).
26.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
27.
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between the Investor,
on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint
venture or any like relationship between the parties.
9
28.
Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed
to have been duly given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national
standing for next day delivery (with charges prepaid), on the Business Day following the date of delivery to such courier service; (c)
if delivered by electronic mail, on the date of transmission if on a Business Day before 5:00 p.m. local time of the business address
of the recipient party (otherwise on the next succeeding Business Day), provided the sender receives no bounce-back or similar message
indicating non-delivery; in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate
by notice to the other parties in accordance with this Section 27):
If
to the Company prior to consummation of the Business Combination:
Digital
Asset Acquisition Corp.
174
Nassau Street, Suite 2100
Princeton,
New Jersey 08542
Telephone:
(609) 924-0759
Attn:
Peter Ort, Co-Chairman and Principal Executive Officer
with
a copy (which will not constitute notice) to:
Perkins
Coie LLP
1155
Avenue of the Americas
New
York, New York 10036
Attn:
Elliott Smith
Email:
[***]
If
to the Company after consummation of the Business Combination:
OGB
Financial Company
3401
NW 63rd Street, Ste 600
Oklahoma
City, Oklahoma 73116
Attn:
Chief Legal Officer
Email:
[***]
with
a copy to:
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
Attn:
Giovanni Caruso
E-mail:
[***]
If
to the Investor: To the address set forth on Exhibit A hereto.
29.
Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument, and shall include
images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature
or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.
30.
Entire Agreement. This Agreement and the agreements referenced in this Agreement constitute the entire agreement and understanding
of the parties in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among
the parties to the extent that they relate in any way to the subject matter hereof.
31.
Most Favored Nation. In the event the Company enters into one or more Other Non-Redemption Agreements with any Other Investors
before or after the execution of this Agreement, the Company represents that the terms of such Other Non-Redemption Agreements are not
materially more favorable to such Other Investors thereunder than the terms of this Agreement are in respect of the Investor. In the
event that any Other Investor is afforded any such more favorable terms pursuant to such Other Non-Redemption Agreements than the Investor,
the Company shall promptly inform the Investor of such more favorable terms in writing, and the Investor shall have the right to elect
to have such more favorable terms included in this Agreement, in which case the parties to this Agreement shall promptly amend this Agreement
to effect the same.
[Signature
page follows]
10
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first above written.
Company:
Digital Asset
Acquisition Corp.
By:
Peter Ort, Principal Executive Officer
Investor:
Name:
By:
Name:
Title:
11
Exhibit
A
Investor
Details
Investor
Name:
Investor
Address for Notices (including e-mail):
Investor
TIN:
Number
of Non-Redemption Shares Currently Held by Investor on the date hereof:
If
different, total number of Non-Redemption Shares to be held by Investor on the date the exercise of the applicable
Redemption Rights:
Exhibit
B
Form
of Warrant Certificate
THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE
EXPIRATION
OF THE
EXERCISE
PERIOD SET FORTH BELOW
OGB
FINANCIAL COMPANY
A
Texas Corporation
Warrant
Certificate
Reference
is made to (i) the Non-Redemption Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Non-Redemption
Agreement”) dated [●], 2026 by and between OGB Financial Company (formerly
Digital Asset Acquisition Corp. (“DAAQ”)), a Texas corporation (prior to the Domestication (as defined herein), a
Cayman Islands exempted company) (the “Company”) and [●] (the “Investor”) and (ii) the Business
Combination Agreement, dated January 13, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and between the Company and Old Glory Holding Company,
a Delaware corporation (“Old Glory”).
As
more fully described in the Business Combination Agreement, in connection with the closing of the transactions contemplated by the Business
Combination Agreement (the “Closing), the Company domesticated (the “Domestication”) as a Texas corporation,
in accordance with the Texas Business Organizations Code, the Companies Act (As Revised) of the Cayman Islands and the governing documents
of the Company. Following the Domestication, Old Glory merged with and into the Company, upon which the separate corporate existence
of Old Glory ceased and the Company continued as the surviving corporation.
In
connection with the Closing, the Company was renamed “OGB Financial Company” and the ordinary shares of DAAQ automatically
became shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
Notwithstanding
anything to the contrary set forth in the Warrant Agreement (as defined below), for purposes of this Warrant Certificate and the Warrants
(as defined below) evidenced by this Warrant Certificate, references to (i) “Ordinary Shares” in the Warrant
Agreement shall be deemed to be references to shares of Common Stock, and (ii) “Company” in the Warrant Agreement
shall be deemed to be references to OGB Financial Company.
This
Warrant Certificate certifies that the Investor or its registered assigns, is the registered holder of warrants evidenced by this Warrant
Certificate (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock. Each Warrant
entitles the holder, upon exercise during the Exercise Period (as defined below), to receive from the Company that number of fully paid
and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined
pursuant to this Warrant Certificate and the Warrant Agreement, payable in US dollars, by bank wire or certified check of the United
States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth in this Warrant Certificate and in the Warrant Agreement. Notwithstanding
anything to the contrary in the Warrant Agreement, cashless exercise is not permitted for exercise of the Warrants.
B-1
Capitalized
terms used herein but not defined in this Warrant Certificate have the meanings given to them in the Warrant Agreement. In the event
of a conflict between this Warrant Certificate and the Warrant Agreement, the provisions of this Warrant Certificate shall prevail.
Each
whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a shares
of Common Stock, the Company will, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the
Warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.
Notwithstanding
anything to the contrary set forth in the Warrant Agreement, for purposes of this Warrant Certificate and the Warrants evidenced by this
Warrant Certificate, the initial Warrant Price shall equal $12.00 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events set forth below and as set forth in the Warrant Agreement. Notwithstanding the foregoing, for the avoidance of doubt,
the provisions of Section 4.5 of the Warrant Agreement shall not apply to the Warrants evidenced by this Warrant Certificate.
If
the trailing 45 day VWAP (as defined below) of Common Stock on the 46th trading day following the date that is twelve (12) months after
the date of the Closing (as applicable, the “Measurement Price”) is less than the Warrant Price then in effect, then
the Warrant Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price, and (ii) $6.00.
Additionally,
if during the Exercise Period, the Company undergoes a Change of Control (as defined below), then (i) if Company is not the surviving
entity, the surviving entity shall assume this Warrant Certificate and the Warrants evidenced by this Warrant Certificate, under pro-rata
terms and conditions (as may otherwise be adjusted herein and the Warrant Agreement), and (ii) if the Change of Control consideration
is at least 30% cash, then the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less
than zero) of (A) the Warrant Price in effect prior to such reduction minus (B) (x) the Per Share Consideration (as defined below) minus
(y) the Black-Scholes Value (as defined below).
For
purposes hereof, the term “Black-Scholes Value” means the value of a Warrant immediately prior to the consummation
of the applicable Change of Control based on the Black-Scholes Warrant Model on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) the price of each share of Common Stock shall be the volume weighted average price of the
Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
Change of Control, (2) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as
of the trading day immediately prior to the day of the announcement of the applicable event, and (3) the assumed risk-free interest rate
shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
B-2
For
purposes hereof, the term “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock
consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of
the applicable Change of Control.
Further,
if during the Exercise Period, the Company sells capital stock (not pursuant to Company’s equity incentive plan or for other bona
fide services) and the purchase price of such capital stock issued by Company is less than $10.00 per share (as may otherwise be equitably
adjusted for stock dividends, splits, reverse splits, and the like), then the effective Warrant Price shall be adjusted downward to such
issuance price, plus 20%.
In
addition to the terms defined elsewhere in this Warrant Certificate, the following terms have the meanings set forth below:
For
purposes hereof the term “Change of Control” means, with respect to the Company, a transaction or a series of related
transactions in which: (i) fifty percent (50%) or more of the beneficial ownership of the Company’s and/or Old Glory Bank’s
outstanding voting stock is sold assigned or otherwise transferred to any entity not owned (directly or indirectly) or controlled by,
or under common control with, Company; (ii) the Company and/or Old Glory Bank merges into another entity other than in a transaction
in which the shares of the Company and/or Old Glory Bank (as the case may be) are exchanged into a majority of the shares of the surviving
entity; and/or (iii) all or substantially all of the assets of the Company and/or Old Glory Bank are sold, transferred or otherwise assigned
to an entity that is not owned (directly or indirectly) or controlled by, or under common control with, the Company.
For
purposes hereof, the term “VWAP” means the per share volume-weighted average price of the shares of Common Stock as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “OGB” (or, if such page is not available, its
equivalent successor page) on each given trading day from the scheduled open of trading until the scheduled close of trading of the primary
trading session on such trading day (or, if such volume-weighted average price is unavailable, the market value of one share of Common
Stock on such trading day, determined, using a volume-weighted average price method, by a nationally recognized independent investment
banking firm selected by the Company). Such VWAP will be determined without regard to after-hours trading or any other trading outside
of the regular trading session.
Notwithstanding
anything to the contrary set forth in the Warrant Agreement, for purposes of this Warrant Certificate and the Warrants evidenced by this
Warrant Certificate, the term “Exercise Period” shall mean the period commencing on the date of this Warrant Certificate
and terminating at the earliest to occur of: (x) 5:00 p.m., Dallas, TX time on the date that is five (5) years after the date on which
the Company completes the Business Combination, and (y) the liquidation of the Company. To the extent not exercised by the end of the
Exercise Period, the Warrants shall become void. In addition, notwithstanding anything to the contrary set forth in this Warrant Certificate
or the Warrant Agreement, the provisions of Section 6 of the Warrant Agreement shall not apply to the Warrants evidenced by this Warrant
Certificate.
B-3
Reference
is made to the further provisions of this Warrant Certificate set forth on Annex A hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of Texas.
OGB Financial
Company
By:
Name:
Mike Ring
Title:
Chief Executive Officer
Efficiency,
Inc., as Warrant Agent
By:
Name:
Title:
B-4
Annex
A
Additional
Terms of Warrant Certificate
The
Warrants evidenced by the Warrant Certificate to which this Annex A is attached, are part of a duly authorized issue of Post-IPO
Warrants entitling the holder on exercise to receive shares of Common Stock and are issued pursuant to (i) the Non-Redemption Agreement
and (ii) the Warrant Agreement dated as of April 28, 2025 (the “Warrant Agreement”), by and between the OGB Financial
Company (formerly Digital Asset Acquisition Corp.) (the “Company”) and Efficiency,
Inc. (f/k/a Lucky Lucko, Inc.), a Delaware corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is incorporated by reference in and made a part of this instrument. The Warrant Agreement contains a description of the rights,
limitation of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrants.
Warrants
may be exercised at any time during the Exercise Period set forth in this Warrant Certificate. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth on Annex
B attached to the Warrant Certificate properly completed and executed, together with payment of the Warrant Price as specified in
this Warrant Certificate at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced by this Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by this
Warrant Certificate, there shall be issued to the holder of this Warrant Certificate or his, her or its assignee, a new Warrant Certificate
evidencing the number of Warrants not exercised if so requested by such holder. Notwithstanding anything to the contrary in the Warrant
Agreement, cashless exercise is not permitted for exercise of the Warrants.
For
purposes of clarification and not limitation, the Company agrees to register the Warrants and the shares of Common Stock underlying such
Warrants in accordance with Section 7.4.1 of the Warrant Agreement.
For
purposes of the Warrants evidenced by this Warrant Certificate, the obligations and limitations set forth in Section 3.3.2 of the Warrant
Agreement shall not apply. Instead, for purposes of the Warrants evidenced by this Warrant Certificate, as soon as practicable after
the exercise of any such Warrant and the clearance of the funds in payment of the Warrant Price (as applicable), the Company shall issue
to the registered holder a book-entry position or certificate, as applicable, for the number of shares of Common Stock to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such
Warrant shall not have been exercised. If fewer than all the Warrants evidenced this Warrant Certificate are exercised, a notation shall
be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of this Warrants remaining after such exercise.
Annex A-1
If,
upon exercise of a Warrant, the holder of such Warrant would be entitled to receive a fractional share of Common Stock, the Company shall,
upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant. Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the registered holder of such Warrant Certificate in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.
Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.
The
Company and the Warrant Agent may deem and treat the registered holder(s) of this Warrant Certificate as the absolute owner(s) of this
Warrant Certificate (notwithstanding any notation of ownership or other writing on this Warrant Certificate made by anyone), for the
purpose of any exercise of this Warrant Certificate, of any distribution to the holder(s) of this Warrant Certificate, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this
Warrant Certificate entitles any holder of this Warrant Certificate to any rights of a shareholder of the Company.
[End]
Annex A-2
Annex
B
Election
to Purchase
(To
Be Executed Upon Exercise of Warrant)
The
undersigned irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and
tenders payment for such Common Stock to the order of OGB Financial Company
(the “Company”) in the amount of $________ in accordance with the terms of this Election to Purchase. The
undersigned requests that a certificate for such shares of Common Stock be registered in the name of _____________________________
whose address is and that such shares of Common Stock be delivered to whose address is ________________________________. If said
number of shares is less than all of the shares of Common Stock purchasable pursuant to the Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name
of ________________________, whose address is and that such Warrant Certificate be delivered to ___________, whose address is
________________________.
[Signature
Page Follows]
Annex B-1
Date: __________________________
Holder Name: _______________________________
By: ____________________________________
(Signature)
(Address) _______________________________
(Tax Identification Number) _________________________
Annex
B Signature Page
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