Browse EX-10 agreements

COVOLT POWER, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Eligible Directors (as defined below) on the board of directors (the “Board”) of CoVolt Power, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically as set forth herein and without further action of the Board, to each member of the Board who is not an employee of the Company or any of its parents or subsidiaries, and who is determined by the Board to be eligible to receive compensation under this Program (each, an “Eligible Director”), unless such Eligible Director declines the receipt of such cash or equity compensation by written notice to the Company.

This Program shall become effective upon the closing of the initial public offering of the Company’s Class A common stock (the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. No Eligible Director shall have any rights hereunder, except with respect to equity awards granted pursuant to Section 2 of this Program.

1. Cash Compensation.

a. Annual Retainers. Each Eligible Director shall be eligible to receive an annual cash retainer of $60,000 for service on the Board.

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COVOLT POWER, INC.

2026 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

CoVolt Power, Inc., a Texas corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the CoVolt Power, Inc. 2026 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Participant:		[To be specified]
Grant Date:		[To be specified]
Number of RSUs:		[To be specified]
Vesting Commencement Date:		[To be specified]
Vesting Schedule:		[To be specified]

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COVOLT POWER, INC.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company and the Operating Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

3.1 Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

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*FORM UNIT GRANT AGREEMENT *

This UNIT GRANT AGREEMENT (this “Agreement”) is made as of [ ● ] (the “Effective Date”), by and among SEC Member II, LLC, a Delaware limited liability company (“SEC Member II”), SEC Parent II, LLC, a Delaware limited liability company (“Parent II”), and the Person listed as “Grantee” on the signature pages hereto (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Parent II LLC Agreement.

WHEREAS, on the terms and subject to the conditions set forth herein, Parent II desires to issue to Grantee [ ● ] New Class B Units of Parent II (the “Parent Class*** B Units*”), and immediately thereafter, Grantee shall contribute the Parent Class B Units to SEC Member II in exchange for an equal number of Class BB Units of SEC Member II (the “Member Class*** B Units*”, and together with the Parent Class B Units, the “Received Units”).

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, hereby agree as follows:

1. Issuance and Contribution of the Parent Class*** B Units*.

(a) Upon the execution and delivery of this Agreement, Parent II will issue to Grantee, and Grantee will accept from Parent II, the Parent Class B Units, without any consideration paid, or any other Capital Contribution made or deemed made, by or on behalf of Grantee in respect thereof.

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COVOLT HOLDINGS GROUP, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [ ], 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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TABLE OF CONTENTS

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OPEN MARKET SALE AGREEMENTSM

August 21, 2026

JEFFERIES LLC
520 Madison Avenue 

New York, New York 10022

Ladies and Gentlemen:

Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.00001 per share (the “Common Shares”), having an aggregate offering price of up to the Maximum Program Amount (as defined below) on the terms set forth in this agreement (this “Agreement”).

Section 1. DEFINITIONS

(a)            Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

“Affiliate” of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first- mentioned Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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Execution Copy

GUARANTEE AND ASSUMPTION AGREEMENT

This Guarantee and Assumption Agreement (this “Agreement”) is signed as of August 17, 2026 (the “Signing Date”) and effective as of the Effective Date as defined in Section 1.3 below, by and between Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Guarantor” or “Successor Entity”), being the surviving or resulting public company through which the RTO (as defined below) has been or is being consummated; and BZH SPO LLC, a Delaware limited liability company (the “Lender”).

RECITALS

WHEREAS, pursuant to the Loan Agreement dated as of August 17, 2026 (as amended, restated or supplemented from time to time, the “Loan Agreement”) between the Lender and GRAVITICS, INC., a Delaware corporation (the “Borrower”), and the Unsecured Promissory Note dated August 17, 2026 in a principal amount of up to One Million United States Dollars (US$1,000,000) issued by the Borrower in favor of the Lender (the “Note”), the Lender has extended a credit facility to the Borrower on the terms and conditions set out therein;

WHEREAS, the Borrower and the Lender have agreed, pursuant to Section 8.12 of the Loan Agreement, that the Guarantor shall execute and deliver this Agreement to the Lender at or prior to RTO Closing, as a condition to that closing, guaranteeing and assuming the obligations of the Borrower under the Loan Agreement and the Note; and

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August __, 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

Gentlemen:

Three Lions Acquisition Corp. (the “Company”), a blank check company formed in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), pursuant to its registration statement on Form S-1 initially filed on June 30, 2026 (as may be amended, the “Registration Statement”) in connection with its initial public offering (“IPO”).

Subject to the satisfaction of the conditions set forth herein, each of the undersigned entities, severally and not jointly (collectively referred to herein as the “undersigned”),hereby subscribes for and commits to collectively purchase an aggregate of [_____] units (the “Purchased Units”) of the Company (“Placement Units”), each Placement Unit currently intended to consist of one Class A ordinary share, par value $0.0001 per share (“Ordinary Share”), of the Company, and one-half of one warrant, with each whole warrant entitling the holder to purchase one Ordinary Share at a price of $11.50 per share (subject to adjustment), at $10.00 per Purchased Unit, for an aggregate purchase price of [$_______] (the “Purchase Price”). Subject to the satisfaction of the conditions set forth herein, at least two business days prior to the anticipated effective

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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

Three Lions Acquisition Corp., a* *Cayman Islands exempted company (the “Maker”), promises to pay to the order of Three Lions Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal sum of One Hundred Fifty Thousand Dollars ($150,000), or such lesser amount as may have been advanced by Payee to Maker and remains unpaid under this Note, in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note amends, replaces and supersedes in its entirety

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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:

(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;

(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;

(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and

(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.

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SHARE ESCROW AGREEMENT

This Share Escrow Agreement, dated as of [•], 2026 (“Agreement”), by and among Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), Three Lions Sponsor, LLC (the “Sponsor”) and each of the initial shareholders listed on Exhibit A attached hereto, severally and not jointly (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

WHEREAS, the Company has entered into an Underwriting Agreement, dated as of [•], 2026 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”), acting as the representative of the underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an additional 1,500,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary share of the Company, $0.0001 par value (“Ordinary 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, all as more fully described in the Company’s final Prospectus, dated [•], 2026 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333- 297177) under the Securities Act of 1933, as amended (“Registration Statement”), effective as of [•], 2026

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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 Date”):

1. Sponsor shall make available, or cause to be made available by an affiliate thereof, to the Company, at 888 Prospect Street, La Jolla, CA 92037 or any successor location, office space, utilities and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor or an affiliate of Sponsor $10,000 per month beginning on the Listing Date and continuing monthly thereafter until the Termination Date; and

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