Browse EX-10 agreements

FORM OF LOCK-UP AGREEMENT

 

[●], 2026

 

[Shareholder]

 

Re:

Lock-Up Agreement for Company Shares

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) dated October 2, 2025, entered into by and among NYB Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), RF Acquisition Corp II., a Delaware corporation (“SPAC”), NYB Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”) and Nanyang Biologics Pte. Ltd., a Singapore private company limited by shares and a wholly owned subsidiary of PubCo (the “Company”), pursuant to which, among other things, Amalgamation Sub will merge with and into the Company (the “Amalgamation”), with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo, and PubCo will merge with and into SPAC (the “Merger” and together with the Amalgamation, the “Mergers”), with P

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Execution Version

EXPENSE LIMITATION AGREEMENT

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES DELAWARE PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND (TE) L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

April 30, 2026

HarbourVest Partners L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

Ladies and Gentlemen:

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HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

 

 

SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

 

 

Dated [ ], 2026

 

 

 

THE LIMITED PARTNER INTERESTS (THE “UNITS”) OF HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, THE EXEMPTED LIMITED PARTNERSHIP ACT OF THE CAYMAN ISLANDS, ANY APPLICABLE STATE SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS AND THE TERMS AND CONDITIONS OF THIS PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS OF UNITS WILL BE REQ

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Stock Option Incentive Plan

PACIFIC BOOKER MINERALS INC.

 

2025 STOCK OPTION INCENTIVE PLAN

 

PURPOSE

The purpose of this Stock Option Incentive Plan is to provide an incentive to Eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

 

DEFINITIONS

In this Plan, the following words have the following meanings:

(a)“Board” means the Board of Directors of the Company; 

(b)“Change of Control Event” includes such events as amalgamation, consolidation, merger with another entity, acquisition of the Company by another entity, or the sale or lease of all (or substantially all) of the assets of the Company; 

(c)“Common Shares” means the Common Shares of the Company; 

(d)“Company” means Pacific Booker Minerals Inc.; 

(e)“Consultant” has the meaning set out in the policies of the TSX Venture Exchange;

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Execution Version

EXPENSE LIMITATION AGREEMENT

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES DELAWARE PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND (TE) L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

April 30, 2026

HarbourVest Partners L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

Ladies and Gentlemen:

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EXECUTION VERSION

 

 

 

CONSENT LETTER

 

June 10, 2026

 

CL Media Holdings

6400 Congress Ave., Suite 2050 Boca Raton, FL 33487 Attention: Matthew Drinkwater

 

Re: Centre Lane Partners Master Credit Fund II, L.P., Syndicated Credit Facility for CL Media Holdings LLC, et al.

 

Ladies and Gentlemen:

 

Reference is made to that certain Amended and Restated Senior Secured Credit Agreement, dated as of June 5, 2020 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”), by and among CL Media Holdings LLC, a Delaware limited liability company (the “Borrower”), Bright Mountain Media, Inc., a Florida corporation (“Parent”), Bright Mountain, LLC, a Florida limited liability company “BM LLC”), Mediahouse, Inc., a Florida Corporation (“Media House”), Deep Focus Agency, LLC (f/k/a Big-Village Agency LLC), a Florida limited liability company (“DFA”), BV Insights LLC, a Florida limited liability company (“BVI” and, collectively with BM LLC, Media House and DFA, the “Guarantors”), the Lenders (as defined in the Cre

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Employment Agreement

This Employment Agreement is made by and between XTEND REALITY EXPANSION LTD., an Israeli company, registration number 515871861, with its offices at 7 Habarzel St., Tel Aviv (the “Company”), and Mor Swiel (the “Employee”).

The Employee has been employed by the Company since September 1st, 2025 (the “Commencement Date”) pursuant to the employment agreement signed on or about the same date (the “Prior Employment Agreement”), and the Company and the Employee wish to amend, restate and replace the Prior Employment Agreement in its entirety by entering into this Employment Agreement, effective as of the Effective Date (as such term defined below).

Below is a table summarizing the specific terms of Employee’s employment with the Company (the “Specific Terms”). The general terms and conditions of Employee’s employment with the Company are included in the pages following this table (the “General Terms”).

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Employment Agreement

This Employment Agreement is made by and between XTEND REALITY EXPANSION LTD., an Israeli company, registration number 515871861, with its offices at 7 Habarzel St., Tel Aviv (the “Company”), and Rubi Liani (the “Employee”).

The Employee has been employed by the Company since January 1, 2019 (the “Commencement Date”) pursuant to the employment agreement executed by the parties, on or about, the same date (the “Prior Employment Agreement”), and the Company and the Employee wish to amend, restate and replace the Prior Employment Agreement in its entirety by entering into this Employment Agreement, effective as of the Effective Date (as such term defined below).

Below is a table summarizing the specific terms of Employee’s employment with the Company (the “Specific Terms”). The general terms and conditions of Employee’s employment with the Company are included in the pages following this table (the “General Terms”).

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Employment Agreement

This Employment Agreement is made by and between XTEND REALITY EXPANSION LTD., an Israeli company, registration number 515871861, with its offices at 7 Habarzel St., Tel Aviv (the “Company”), and Amir Ofri (the “Employee”).

The Employee has been employed by the Company since November 2, 2025 (the “Commencement Date”) pursuant to the employment agreement excuted by the parties, on or about the same date (the “Prior Employment Agreement”), and the Company and the Employee wish to amend, restate and replace the Prior Employment Agreement in its entirety by entering into this Employment Agreement, effective as of the Effective Date (as such term defined below).

Below is a table summarizing the specific terms of Employee’s employment with the Company (the “Specific Terms”). The general terms and conditions of Employee’s employment with the Company are included in the pages following this table (the “General Terms”).

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [•] by and between Xtend AI Robotics, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide or continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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Employment Agreement

This Employment Agreement is made by and between XTEND REALITY EXPANSION LTD., an Israeli company, registration number 515871861, with its offices at 7 Habarzel St., Tel Aviv (the “Company”), and Aviv Shapira (the “Employee”).

Prior to entering into this Employment Agreement, the Employee was engaged by the Company as an independent service provider pursuant to an engagement agreement executed between the parties. The Employee represents and warrants that he requested this form of engagement and that he has received from the Company all compensation due and owing to him in connection with such engagement. The Company and the Employee now wish to enter into this Employment Agreement, effective as of the Effective Date, as defined below.

Below is a table summarizing the specific terms of Employee’s employment with the Company (the “Specific Terms”). The general terms and conditions of Employee’s employment with the Company are included in the pages following this table (the “General Terms”).

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [•] by and between Xtend AI Robotics, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide or continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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