Browse EX-10 agreements

D. BORAL ARC ACQUISITION III CORP.

10 E. 53rd St. Suite 3001

New York, NY 10022

May 14, 2025

MFH 3, LLC

10 E. 53rd St. Suite 3001

New York, NY 10022

Ladies and Gentlemen:

D. Boral ARC Acquisition III Corp., a British Virgin Islands corporation and blank check company (the “Company”), is pleased to accept the offer MFH 3, LLC, a Delaware limited liability company (the “Subscriber”) has made to purchase 12,321,429 shares of the Company’s Class B ordinary shares (the “Founder Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,607,143 of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Charter”), shares of Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein

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THIS PROMISSORY NOTE (“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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: Up to $350,000	Dated as of June 4, 2025

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ARC Group Acquisition IICorp., a British Virgin Islands corporation and blank check company (the “Maker”), promises to pay to the order of MFH 3, LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred and Fifty Thousand Dollars ($350,000) 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.

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INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between ARC Group Acquisition II Corp, incorporated in the British Virgin Islands (the Company), and _____________ (Indemnitee).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

WHEREAS, directors, officers and other persons in service to companies or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

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PRIVATE UNITS PURCHASE AGREEMENT

This PRIVATE UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between ARC Group Acquisition II Corp, incorporated in the British Virgin Islands (the “Company”) and MFH 3, LLC, a Delaware limited liability company (“MFH2” or the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, one right entitling the holder to one-quarter of one Class A Ordinary Share (each, a “Public Right”) and one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and VStock Transfer LLC (“VStock”), as warrant agent (the “Warrant Agreement”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among ARC Group Acquisition II Corp, incorporated in the British Virgin Islands limited by shares (the “Company”), MFH 3, LLC, a Delaware limited liability company (the “Sponsor”), and ARC Group Securities LLC and IB Capital LLC(the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, pursuant to that certain subscription agreement for founder shares dated May 27, 2025 between the Company and the Sponsor, the Company had 12,321,429 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding in the name of the Sponsor, up to 1,607,143 of which will be surrendered to the Company and cancelled for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between ARC Group Acquisition II Corp., incorporated in the British Virgin Islands (the “Company”), and VStock Transfer LLC (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-[*]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right entitling the holder to one-fourth (1/4) of one Ordinary Shares and one redeemable warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with ARC Group Securities LLC as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;

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[●], 2026

ARCGroup Acquisition II Corp.

398 S. Mill Avenue, Suite 306

Tempe, AZ 85284

Attention: CEO

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 among ARC Group Acquisition II Corp., incorporated in the British Virgin Islands (the “Company”), and ARC Group Securities LLC, 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 10,500,000 of the Company’s units (including up to 1,575,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), one right (the “Rights”) and one redeemable warrant to purchase one Class A Ordinary Share (the “Warrants”) as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Vstock Transfer LLC, as warrant agent, in connection with the consummation of the Public Offering. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE

BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR

CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH

THREE ASTERISKS AS [***].

ANY MARKET PURCHASE AGREEMENT

This Any Market Purchase Agreement (this “Agreement”), dated as of August 19, 2026 (the “Execution Date”), by and between Nexalin Technology, Inc., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”, together with the Company, the “Parties”, and each a “Party”).

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to $15,000,000 of shares of common stock, $0.001 par value per share, of the Company (“Common Shares”).

WHEREAS, the offer and sale of the Securities issuable hereunder will be made in reliance upon Section 4(a)(2) and Regulation D under the Securities Act and the rules and regulations promulgated thereunder, or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE
BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH

THREE ASTERISKS AS [***].

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2026, between Nexalin Technology, Inc., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (including its successors and assigns, a “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below) as to the Shares and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof as to the Common Warrants and the Common Warrant Shares, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement. Common Warrants and Common Warrant Shares are defined below.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I
DEFINITIONS

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NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport Beach, CA 92660

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August 17, 2026

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NorthStrive Sponsor I LLC

120 Newport Center Drive

Newport Beach, CA 92660

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between NorthStrive Acquisition Corp I. (the “Company”) and NorthStrive Sponsor I, 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”):

(i) Sponsor shall make available, or cause to be made available, to the Company, at 120 Newport Center Drive, Newport Beach, CA 92660 (or any successor location of Sponsor), certain office space, administrative and shared personnel support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 17, 2026, by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

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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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of August 17, 2026 (this “Agreement”), is entered into by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “Company”), and NorthStrive Sponsor I 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 “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and VStock Transfer, LLC, as warrant agent (the “Warrant Agreement”) and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination (a “Public Right”) to be governed by the Rights Agreement to be entered into between the Company and VStock Transfer, LLC, as rights agent (the “Rights Agreement.”) Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share. Each four Rights entitle the holder thereof to receive one Class A Ordinary Share (a “Right Share”);

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