VisionWave Holdings, Inc. Sample Contracts
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • California
This Employment Agreement (this “Agreement”) is entered into as of this 6th day of August 2025 (“Effective Date”), by and between VisionWave Holdings, Inc., 300 Delaware Ave., Suite 210#301, Wilmington, Delaware 19801 (the “Company”) and Noam Kenig (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • California
This Employment Agreement (this “Agreement”) is entered into as of this 2 day of September 2025 (“Effective Date”), by and between VisionWave Holdings, Inc., 300 Delaware Ave., Suite 210#301, Wilmington, Delaware 19801 (the “Company”) and Elad Shoval (“Executive”).
Convertible Promissory NoteConvertible Note • September 12th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated July 25, 2025 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
VISIONWAVE HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • November 24th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
This Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between VISIONWAVE HOLDINGS, INC., a Delaware corporation (the “Company”), and the following Director of the Company (“Optionee”):
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 24th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between VISIONWAVE HOLDINGS, INC., a Delaware corporation (the “Company”), and the employee of the Company named in Section 1(b). (“Optionee”):
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • July 28th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 25, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL ** Consulting Agreement for VisionWave Holdings, Inc., NASDAQ: VWAV CRYPTO TREASURY MANAGEMENT GROUPConsulting Agreement • September 30th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
Client: VisionWave Holdings, Inc., (NASDAQ: VWAV), a Delaware corporation, with its principal place of business at 300 Delaware Ave., Suite 210#301, Wilmington, DE 19801 (“Client”);
MUTUAL AGREEMENT TO ARBITRATEMutual Agreement to Arbitrate • August 6th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
This Agreement requires you and VisionWave Holdings, Inc. (“VISIONWAVE”) to arbitrate any claims or controversies during or following your employment or work with VISIONWAVE, whether or not they are in any way related to or associated with your employment or work or the termination of your employment or work with VISIONWAVE (defined in Section 1, below). This Agreement includes Claims (defined in Section 4 below) that VISIONWAVE may have against you, or that you may have against VISIONWAVE. This Agreement affects your rights to a trial by a jury.
PROPRIETARY & CONFIDENTIAL INFORMATION, INVENTIONS ASSIGNMENT, NON-SOLICITATION AND NON-COMPETITION AGREEMENTProprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement • August 6th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Georgia
In consideration of my employment by VisionWave Holdings, Inc. (“VISIONWAVE”), and the compensation now and hereafter paid to me, I, _________ (“Employee”), am executing this Proprietary and Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Agreement”):
EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENTEmployee Nonstatutory Stock Option Agreement • September 3rd, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
This Employee Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between VISIONWAVE HOLDINGS, INC., a Delaware corporation (the “Company”), and the following employee of the Company (“Optionee”):
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • September 5th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • London
VISIONWAVE HOLDINGS, INC., a company organized and existing under the laws of the State of Delaware, United States of America, with its principal offices at 1016 ½ N. Spaulding Ave, West Hollywood, CA 90046, USA (“VisionWave”); and
STRATEGIC JOINT VENTURE AGREEMENTStrategic Joint Venture Agreement • August 26th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
This Strategic Joint Venture Agreement (this “Agreement”) is entered into as of August 25, 2025 (the “Effective Date”), by and among AIPHEX LTD, a corporation organized and existing under the laws of the State of Israel, with its principal place of business at Kineret 5 Street, 5126237 Bnei Brak, Israel (“AIPHEX”), VisionWave Holdings, Inc. (Nasdaq: VWAV), a Delaware corporation, with its principal place of business at 300 Delaware Ave., Suite 210 # 301, Willington, DE 19801, USA (“VWAV”), GBT Tokenize Corp (“TOKENIZE”) a Nevada corporation with its principal place of business at 8557 N West Knoll Dr., West Hollywood CA 90069 and GBT Technologies, Inc. (“GBT”) a Nevada corporation with its principal place of business at 8557 N West Knoll Dr., West Hollywood CA 90069.
AGREEMENT TO DEFER TRANSACTION COSTSAgreement to Defer Transaction Costs • January 24th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • New York
This Agreement (the “Agreement”) is made and entered into as of December , 2024, by and between Bannix Acquisition Corp. (“Bannix”) and (“Party A”), collectively referred to as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 15, 2025, by and between VisionWave Holdings Inc., a Delaware corporation, with its address at 300 Delaware Ave., Suite 210 # 301, Wilmington, DE 19801 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).
Convertible Promissory NoteConvertible Note • July 28th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated July 25, 2025 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENTEmployee Nonstatutory Stock Option Agreement • August 6th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
This Employee Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between VISIONWAVE HOLDINGS, INC., a Delaware corporation (the “Company”), and the following employee of the Company (“Optionee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 25, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
COMPENSATION AGREEMENTCompensation Agreement • September 12th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
This Compensation Agreement (this “Agreement”) is entered into as of September 9, 2025 (the “Effective Date”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and [ ], an individual (the “SPAC Director”).
September 11, 2025Letter Agreement to Standby Equity Purchase Agreement • September 12th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • July 28th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • New York
This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 25, 2025, by VISIONWAVE TECHNOLOGIES, INC., a Nevada company (“VisionWave” and collectively with any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Debtor”) owed to the Creditor.
INDEPENDENT DIRECTOR ENGAGEMENT AGREEMENTIndependent Director Engagement Agreement • September 12th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software • Delaware
This Independent Director Engagement Agreement (this “Agreement”) is entered into as of [Insert Date], 2025 (the “Effective Date”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and [Insert Independent Director’s Name], an individual (the “Director”).