Material Agreement (Form 8-K)

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.