Term

Immediately prior to the consummation of the transactions contemplated by the Stock Purchase Agreement among DAIC, BladeRanger and Envoy (the “SPA”) (such closing, the “Closing”), the Envoy Convertible Note will be converted into shares representing 20% of Envoy’s outstanding common stock.

The Envoy-Side Shares (as below defined) will be valued at $65,000,000 and at a Reference Price of $6.00 per DAIC share. BDO previously valued Envoy at $60M in March of 2026.

Blink’s note (not less than 20% for $12.5M) implies a post-money value of $62,500,000 on conversion. The Reference Price is not a valuation of DAIC common stock.

All consideration will be recorded at fair value under U.S. GAAP.

The “Existing-Holder Side Shares” mean 2,337,767 shares outstanding plus the 2,815,506 shares of DAIC Common issued to LHT for a total of 5,268,067 shares of DAIC Common, or 32.7% of the post-closing fully diluted capitalization of 15,986,606 shares of DAIC Common.

The shares of DAIC Common issuable upon conversion of the H Capital Convertible Note (as defined in Section 6 of this Term Sheet), the Yorkville SEPA shares, notes and warrants, and transfer-agent reserves are outside the formula and dilute both the Envoy-Side Shares and Existing-Holder Side Shares pro rata.

Blink: 20% of the Envoy-Side Shares = 2,166,667. BladeRanger: balance = 8,433,123. (See Appendix A hereto for an illustration of the anticipated post-Closing capitalization of DAIC.)

The Envoy-Side Shares will be newly authorized shares of Series C Convertible Preferred Stock of DAIC, in each case, issued and delivered in full at the Closing. Until receipt of stockholder approval under Nasdaq Rule 5635, the Series C Convertible Preferred Stock will be convertible into no more than 19.99% of outstanding DAIC Common (including the shares of DAIC Common issued to BladeRanger at the Closing and the shares of DAIC Common issuable upon conversion of the H Capital Convertible Note (the “Series C Blocker”)) as of the date of issuance (if at all).

10,833,333 shares to be designated with a stated value $6.00.

The Series C Convertible Preferred Stock will be non-voting (other than in respect of certain protective provisions whereby the holders of the Series C Convertible Preferred Stock will have the right to consent with respect to adverse amendments and the authorization or issuance of senior stock).

Series C Convertible Preferred Stock will be convertible on a one-for-one basis into DAIC Common automatically on the first trading day after Stockholder Approval, subject to the Series C Blocker.

The Series C Convertible Preferred Stock liquidation preference will be at the greater of stated value and as-converted value and will not be subject to redemption by the holders thereof.

DAIC shall use its reasonable best efforts to file the preliminary proxy statement to obtain Stockholder Approval as promptly as practicable following the Closing, and in any event no later than 30 days following receipt of Envoy’s audited financial statements for the fiscal years ended December 31, 2025 and unaudited reviewed interim financial statements for 2026 to be included in the proxy statement. If Stockholder Approval is not obtained at the initial stockholder meeting, DAIC shall resubmit the proposal for Stockholder Approval at each subsequent meeting of stockholders and, in any event, no less frequently than once every three months, until Stockholder Approval is obtained.

Term

Term

BladeRanger’s shares of DAIC Common issued upon conversion of the Series C Convertible Preferred Stock will be subject to a 6-month lock-up, and then a leak-out of the lesser of not more than 10 % of daily volume or, if available, volume under Rule 144.

DAIC and Envoy will be subject to a three-year non-compete in U.S. residential/hospitality/campus shared EV mobility; non-solicit.

Customary representations of BladeRanger and Envoy including title, capitalization (135 shares; the Blink note as the only convertible), the Blink SPA and note, financial statements (with the July 31, 2026 re-basing disclosure), grants and government contracts, fleet and leases, property partners, and affiliate relationships.

Buyer representations include customary representations and warranties for a public-company acquirer issuing equity consideration, including due organization and authority; authorization, valid issuance and enforceability of the Series C Convertible Preferred Stock and the DAIC Common issuable upon conversion thereof; capitalization on a fully diluted basis, including all outstanding and contemplated options, warrants, convertible securities and other rights to acquire DAIC securities (including pursuant to this Term Sheet); SEC reporting status and the accuracy and completeness of DAIC’s SEC filings; compliance with applicable Nasdaq listing requirements and the status of any pending Nasdaq deficiency, delisting or Hearings Panel proceedings; absence of undisclosed liabilities; and absence of any material adverse change since the date of DAIC’s most recent SEC filing.

Representations and warranties of BladeRanger and Envoy to survive 18 months; with fundamental representations and warranties as to authorization, execution, title, and capitalization and taxes surviving for 6 years.

All claims against BladeRanger, whether arising prior to or following the Closing, will be subject to a deductible of $100,000.

Prior to the Closing, BladeRanger’s liability for any breach of this Term Sheet or otherwise in connection with the transactions contemplated hereby will be subject to an aggregate cap of $250,000.

Following the Closing, with respect to claims subject to the general cap, BladeRanger’s aggregate liability will not exceed 25% of the value of the Envoy-Side Shares (the “Seller Shares”) at the Reference Price.

Any indemnification obligations following the Closing that are subject to the general cap will be satisfied solely from shares of Series C Convertible Preferred Stock or DAIC Common held by BladeRanger (valued at $6.00 per share), and BladeRanger will have no cash liability with respect thereto.

Item

Seller representations and warranties and covenants materially true and correct; no material adverse effect; all Israeli/TASE approvals obtained with a certificate of Israeli counsel.

Agreement

In order to induce the other Parties to enter into this Term Sheet, DAIC will issue to H Capital an unsecured convertible note for the original principal amount of $550,000 at an original issue discount of 10% (or $50,000) (the “H Capital Convertible Note”).

The H Capital Convertible Note will convert at the lower of $1.50 and 90% of 10-day VWAP, but subject in all cases to $0.50 per share of DAIC Common floor price.

The H Capital Convertible Note is convertible into no more than 9.99% of outstanding DAIC Common as of the date of entry into the H Capital Convertible Note until receipt of DAIC stockholder approval.