AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 6th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 31, 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 Effective Time in accorda
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.
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.
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).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2023 by and among (i) 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”), (ii) Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
