Browse EX-10 agreements

**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Three Lions Acquisition Corp., 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 (File No. 333-297177) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Shares”), and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (together with its designees, collectively the “Purchaser”).

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**EARLYBIRDCAPITAL, INC. **

**366 Madison Avenue **

**New York, New York 10017 **

___________, 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

Ladies and Gentlemen:

This is to confirm our agreement (this “Agreement”) whereby Three Lions Acquisition Corp., 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. 333-297177) 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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Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

[●], 2026

Three Lions Sponsor, LLC

888 Prospect Street

La Jolla, CA 92037

	Re:****	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Three Lions Acquisition Corp. (the “Company”) and Three Lions Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “***Termination Da

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[•], 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

EarlyBirdCapital, Inc.

366 Madison Ave 8th Floor

New York, NY 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 Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one-half of one warrant

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Three Lions Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share (each, a “Warrant”). The Purchaser has agreed to purchase an aggregate of 200,000 units (or 228,125 units in the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”)

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*INDEMNIFICATION AGREEMENT *

This agreement, made and entered into effective as of [•], 2026 (“Agreement”), by and between Three Lions Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

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**THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED. **

**AMENDED AND RESTATED PROMISSORY NOTE **

Principal Amount: Up to $150,000		Dated as of August 6, 2026

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FORM OF LOCK-UP AGREEMENT

** **

[   ], 2026

Lucid Capital Markets, LLC

As Representative of the several Underwriters listed in Schedule I to the Underwriting Agreement referred to below

c/o Lucid Capital Markets, LLC

570 Lexington Avenue

New York, New York 10022

	Re:	**Proposed Public Offering by Gravitics Holdings, Inc. **

Ladies and Gentlemen:

The undersigned, a securityholder and/or officer and/or director of Gravitics, Inc., a Delaware corporation, understands that Gravitics, Inc. has announced a transaction (the “Merger”) in which it will merge with a subsidiary of Non-Invasive Monitoring Systems, Inc., a Florida corporation (“NIMU”). Following the completion of the Merger, the name of NIMU will be changed to Gravitics Holdings, Inc. In this Agreement, the term the “Company” refers to Gravitics, Inc., prior to the Merger, or Gravitics Holdings, Inc., following the Merger, as applicable.

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** **

	CONFIDENTIAL & PROPRIETARY

***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

** **

PROFESSIONAL SERVICES CONTRACT

Between

AXIOM SPACE, INC.

and

** **

GRAVITICS, INC.

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GRAVITICS HOLDINGS, INC.

2026 STOCK OPTION AND EQUITY INCENTIVE PLAN

** **

RECITALS

WHEREAS, Gravitics Holdings, Inc., a Delaware corporation (the “Company”), desires to attract, retain, and motivate employees, directors, consultants, and other service providers; and

WHEREAS, the Company believes that providing equity-based compensation and other incentive opportunities will align the interests of participants with those of the Company’s shareholders and promote the Company’s long-term success;

NOW, THEREFORE, the Company hereby adopts this Gravitics Holdings, Inc. 2026 Equity Incentive Plan (the “Plan”), subject to approval by the Company’s shareholders, to be effective as of * *_______________ (the “Effective Date”).

Article 1 — Purpose and Scope

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***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

TIME AND MATERIAL DEFINITIVE SUBCONTRACT

NUMBER 4107038399

between

LOCKHEED MARTIN CORPORATION

Lockheed Martin Space

12999 W. Deer Creek Canyon Rd.

Littleton, CO 80128

and

GRAVITICS, INC.

4150 125nd St NE Suite 102

Marysville, WA 98271

	Subcontract Number 4107038399

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