Browse EX-10 agreements

AMR RESOURCES ACQUISITION CORP

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

 

[_], 2026

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter of agreement by and between AMR Resources Acquisition Corp (the “Company”) and AMR Resources Sponsors 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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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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, this “Agreement”), is entered into by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and AMR Resources Sponsors, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an

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AMR Resources Acquisition Corp

c/o Appleby Global Services (Cayman) Limited

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

 

December 26, 2025

AMR Resources Sponsors LLC

8 The Green, STE A

Dover, DE 19901

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

AMR Resources Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by AMR Resources Sponsors LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,666,667 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,000,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-al

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[    ], 2026

AMR Resources Acquisition Corp

71 Fort Street, Grand Cayman

Cayman Islands, KY1-1106

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 AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject t

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AMR Resources Acquisition Corp

c/o Appleby Global Services (Cayman) Limited

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

 

June 17, 2026

 

AMR Resources Sponsors, LLC

8 The Green, STE A

Dover, DE 19901

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

WHEREAS, on December 26, 2025, AMR Resources Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by AMR Resources Sponsors, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,666,667 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 1,000,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between AMR Resources 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-[●]) (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”), and one-half of one redeemable warrant, each whole 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;

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2026, by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (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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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

 

Principal Amount: Up to $300,000

Dated as of December 26, 2025

Dover, Delaware

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“BTIG” 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, and one-half of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole 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 RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026 is made and entered into by and among AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), AMR Resources Sponsors, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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**RECITALS **

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

 

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of June 23, 2026, by and between Akari Therapeutics, Plc, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), and each of the investors identified on the signature pages hereto (each, an “Investor,” and collectively, the “Investors,” and together with the Company, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Agreement.

 

RECITALS

 

WHEREAS, the Parties previously entered into that certain Securities Purchase Agreement dated as of May 20, 2026 (the “Agreement”), which contemplated a three-tranche investment structure consisting of an initial closing, a second closing, and a third closing;

 

WHEREAS, the initial closing under the Agreement occurred on May 27, 2026, in accordance with the terms of the Agreement;

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SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

 

THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 22, 2026 (the “Effective Date”), by and between Mobix Labs, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and Leviston Resources, LLC, a limited liability company organized under the laws of the State of Delaware (the “Investor”).

 

WHEREAS, the Company and the Investor are parties to that certain Registration Rights Agreement dated March 31, 2026, as amended by that certain First Amendment to Registration Rights Agreement dated May 18, 2026 (the “Original RRA”);

 

WHEREAS, the Company and the Investor are parties to that certain Securities Purchase Agreement dated March 31, 2026 (as amended, the “SPA”), and that certain Senior Secured Convertible Note dated March 31, 2026, as amended (the “Original Note”);

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