Browse EX-10 agreements

PUBCO STOCKHOLDER SUPPORT AGREEMENT

 

This Support Agreement (this “Agreement”) is made and entered into as of July 1, 2026, by and among Lixte Biotechnology Holdings, Inc., a Delaware corporation (“PubCo”), and [__________] (each, a “Stockholder” and collectively, the “Stockholders”). PubCo and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

 

RECITALS

 

WHEREAS, concurrently with the execution hereof, NOMAD Transportable Power Systems, Inc., a Delaware corporation (the “Company”), PubCo, and NBD Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo (“Merger Sub”), are entering into a Merger Agreement (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of PubCo (the “Merger”);

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 1, 2026, by and among Lixte Biotechnology Holdings, Inc., a Delaware corporation (“PubCo”), and each of the persons and entities identified as “Holders” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

RECITALS

 

WHEREAS, concurrently with the execution hereof, PubCo, NBD Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo (“Merger Sub”), and NOMAD Transportable Power Systems, Inc., a Delaware corporation (the “Company”), are entering into a Merger Agreement (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of PubCo (the “Merger”);

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FORM OF EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of    , 2026, is entered between LONDIAN WASON NEW ENERGY TECH INC., a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries, the “Group”)and     (the “Executive”).

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1

EMPLOYMENT, DUTIES AND RESPONSIBILITIES

Section 1.01. Employment. The Executive shall serve as the     of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Group.

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FORM OF INDEMNIFICATION AGREEMENT

LONDIAN WASON NEW ENERGY TECH INC.

This Indemnification Agreement (this “Agreement”),made and entered into as of the     day of     , 2026, by and between LONDIAN WASON NEW ENERGY TECH INC., an exempted company with limited liability under the laws of Cayman Islands (the “Company”)and    (“Indemnitee”).

WITNESETH:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.

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LONDIAN WASON NEW ENERGY TECH INC.

FORM OF DIRECTOR AGREEMENT

This Director Agreement (the “Agreement”) is made and entered into as of , 2026, by and between LONDIAN WASON NEW ENERGY TECH INC., a Cayman Islands company (the “Company”), and            (the “Director”).

 

I.

SERVICES

1.1 Board of Directors. The Director is appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of the date when the Securities and Exchange Commission (the “SEC”) declares effective the Company’s registration statement on Form F-1 (the “Effective Date”) that was initially submitted to the SEC confidentially on July 31, 2024, until the earlier of (i) the second anniversary of the effective appointment of the Director, (ii) the date on which the Director ceases to be a member of the Board for any reason, or (iii) the date of termination of this Agreement in accordance with Section 5.2 hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as are nominated and elected pursuant to the

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Andrew Jones (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Colin Doughan (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Michael Bowker (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Jim Royston (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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CM OB Hotel Owner, LLC

561-990-2222

5740 Getwell Rd, Ste 5D, Southaven MS 38672

 

 

 

April 24, 2025

To:

[INVESTOR NAME]

 

[ADDRESS1]

 

[ADDRESS2]

 

Delivered via e-mail to: [email]

 

Re:

Side Letter Agreement to Subscription Agreement and Operating Agreement of CM OB Hotel Owner, LLC

Dear [NAME],

 

We, CM OB Hotel MGR, LLC, are pleased to present to you, the undersigned, this side letter in which we both mutually agree to certain additional terms concerning your subscription for equity interests (your “Investment”) in CM OB Hotel Owner, LLC (the “Fund”). This letter serves as a side letter agreement (this “Letter”) between us, the terms of which are agreed to be in addition to, and incident to, that certain Subscription Agreement governing your Investment into the Fund dated effective on or about even date with this Letter (the “Subscription Agreement” and the “Effective Date” respectively) and the execution by the you of that certain Operating Agreement for the Fund, as may be amended from time to time (the “

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SHARE REDEMPTION AGREEMENT

THIS SHARE REDEMPTION AGREEMENT is dated as of September 30, 2025 (this “Agreement”), by and among JFB Construction Holdings, a Nevada corporation (the “Company”), and Joseph F. Basile III (“Stockholder”).

 

WHEREAS, the Stockholder presently owns 4,000,000 shares of the Company’s Class B Common Stock (the “Class B Shares”);

 

WHEREAS, the Company is entering into one or more subscription agreements with certain investors pursuant to a proposed private offering in public securities of the Company (the “PIPE Financing);

 

WHEREAS, pursuant to the Company’s Articles of Incorporation, the Company desires to redeem the Class B Shares, and the Stockholder desires to sell such Class B Shares back to the Company, upon and subject to the consummation of the PIPE Financing and in accordance with the terms set forth herein (the “Redemption”);

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 26, 2025, by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

RECITALS

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