Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Essential Minerals 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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (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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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 Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Essential Minerals Sponsor LLC, a Cayman Islands 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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 400,000 private placement units (or up to 428,125 private placement units if the underwriter’s over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of o

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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 Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor and the Representative together with 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”).

RECITALS

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RENEWAL OF

PARTNERSHIP AGREEMENT

BETWEEN

MIGHTY FIRE BREAKER LLC, dba CITROTECH LLC

AND

U.S. ENVIRONMENTAL PROTECTION AGENCY

SAFER CHOICE PROGRAM

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1.	Statement of Purpose

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The purpose of this renewal of the Partnership Agreement (“Agreement”) is to renew the basis, terms, and goals of the Safer Choice voluntary partnership between Mighty Fire Breaker LLC, dba CitroTech LLC ("CitroTech") of Oceanside, California and the U.S. Environmental Protection Agency (“EPA”). The basic goal of the initiative is to seek and promote innovative chemical products, technologies, and practices that benefit human health and the environment.

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2026, by and between Laris Growth 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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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (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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[   ], 2026

Laris Growth Acquisition Corp.

225 5th Avenue,

New York, NY 10010

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 Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 (each a “Class A Ordinary Share”) 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 to ad

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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 Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Laris Growth USA Sponsor 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 of the Company, par value $0.0001 per share (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

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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 Laris Growth 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 of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), 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 Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), Laris Growth USA Sponsor 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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Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential.

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential.