Browse EX-10 agreements

NOVA MINERALS CORP

EQUITY INCENTIVE PLAN

1. Purpose. The purpose of the Nova Minerals Corp Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and whereby Directors, Employees, and Consultants of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with the Company’s shareholders.

2. Definitions. The following definitions shall be applicable throughout the Plan:

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E****xhibit 10.3

Equity incentive PLAN

Subplan for Australian Participants

 

1. Purpose and Applicability. This Subplan for Australian Participants (the “Australian Subplan”) applies to Employees, Directors, and Consultants of Nova Minerals Corp (the “Company”) and of its Subsidiaries and Affiliates, who are either Australian residents or Australian taxpayers, and who shall have been nominated to participate in this Australian Subplan by the Committee (each such person, an “Australian Participant”). Pursuant to Section 15(d) the Nova Minerals Corp Equity Incentive Plan (the “Plan”), the Board has the authority to amend the Plan and has determined to establish an addenda or subplan for the benefit of Australian Participants. The purpose of this Australian Subplan is to facilitate compliance with Australian tax, securities, and other applicable laws, and to permit the Company to issue Rights to Eligible Participants who are Australian residents.

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SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of [DATE, 2026] (the “Agreement”), by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Escrow Agent”).

 

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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[DATE, 2026]

 

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

Ladies and Gentlemen:

 

Pelican Acquisition II Corporation (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”) and one right (“Right(s)”) entitling the holder thereof to receive 1/10th of one Ordinary Share upon the completion of an initial Business Combination.

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Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE, 2026] by and between Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, No. 333-296688 (the “Registration Statement”), for its initial public offering (the “Offering”) of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a “Business Combination”); and

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FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT

 

This First Amendment (“First Amendment”) to the Administrative Service Agreement (as defined below) is made and entered into as of [DATE], by and between Pelican II Capital Solutions Limited, a BVI limited liability Customer (the “Service Provider”) and Pelican Acquisition II Corporation, a Cayman company (the “Customer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Administrative Service Agreement.

 

WHEREAS, Service Provider and the Customer entered into that certain Administrative Service Agreement, dated as of February 28, 2026 in the form attached hereto as Exhibit A (the “Original Agreement,” and as amended, including by this First Amendment, the “Administrative Service Agreement”);

 

WHEREAS, the parties now desire to amend the Administrative Service Agreement on the terms and conditions set forth herein; and

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE, 2026], is made and entered into by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited, a BVI limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively hold an aggregate of 2,875,000 Ordinary Shares, par value $0.0001 per share (the “Founder Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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[*], 2026

 

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 349

New York, NY 10036

 

EarlyBirdCapital, Inc.

366 Madison Avenue

New York, New York 10017

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Underwriter”) as relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one Share upon the consummation of an initial Business Combination. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a reg

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EARLYBIRDCAPITAL, INC.

366 Madison Avenue

New York, New York 10017

 

DATE, 2026

 

Pelican Acquisition II Corporation

1185 6th Avenue, Suite 349 New York, NY 10036

Ladies and Gentlemen:

 

This is to confirm our agreement (this “Agreement”) whereby Pelican Acquisition II Corporation, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-296688) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

 

1. Services and Fees.

 

(a) The Advisor will, if requested by the Company:

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[DATE, 2026]

 

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 349

New York, NY 10036

 

Ladies and Gentlemen:

 

Pelican Acquisition II Corporation (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”) and one right (“Right(s)”) entitling the holder thereof to receive 1/10th of one Ordinary Share upon the completion of an initial Business Combination.

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PELICAN ACQUISITION II CORPORATION

 

March 13, 2026

 

Pelican II Capital Solutions Limited

1185 Avenue of the Americas, Suite 349

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on March 13 by and between Pelican II Capital Solutions Limited, a BVI Limited Liability Company (the “Subscriber” or “you”), and Pelican Acquisition II Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 ordinary shares, $0.0001 par value per share, up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding su

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE, 2026], by and between Pelican Acquisition II Corporation, a Cayman Islands exempted corporation (the “Company”), and [   ] (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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