Browse EX-10 agreements

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_________, 2026

Arca Nova Acquisition Corp
301 S McDowell Street Suite 125

Charlotte, NC 28204

Maxim Group LLC

300 Park Avenue
New York, New York 10022

Re: Arca Nova Acquisition Corp Public Offering; Voting, Lock-Up and Waiver

Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”), and Maxim Group 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 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, no par value (the “Ordinary Shares”), and one-half of one redeemable warrant, with each whole warrant entitles the holder thereof to purc

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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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

$500,000.00	July 6, 2026

Arca Nova Acquisition Corp (“Maker”) promises to pay to the order of DDC Acquisition Corp or its successors or assigns (“Payee”) the principal sum of up to Five Hundred Thousand Dollars and No Cents ($500,000.00) in lawful money of the United States of America, on the terms and conditions described below.

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2026, by and among Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

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**ARCA NOVA ACQUISITION CORP **

301 S McDowell Street Suite 125

Charlotte, NC 28204

United States

ADMINISTRATIVE SERVICES AGREEMENT

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		[     ], 2026

**DDC Acquisition Corp  **

Ladies and Gentlemen:

This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Arca Nova Acquisition Corp (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the NYSE, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DDC Acquisition Corp (“DDC Acquisition”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Com

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made effective as of [*], 2026 by and between Arca Nova Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, No. 333-[ ] (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

WHEREAS, Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters in the IPO; and

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Arca Nova Acquisition Corp

301 S McDowell Street Suite 125

Charlotte, NC 28204

Ladies and Gentlemen:

Arca Nova Acquisition Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).

The undersigned hereby commits that it will purchase 176,500 units of the Company (“Private Units”), each Private Unit consisting of one ordinary share of the Company, no par value (the “Ordinary Shares”) and one-half of one redeemable warrant with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment, at $10.00 per Private Unit, for a purchase price of $1,765,000 (the “Private Unit Purchase Price”).

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STOCK ESCROW AGREEMENT

STOCK ESCROW AGREEMENT, dated as of [*], 2026 (“Agreement”), by and among Arca Nova Acquisition Corp, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).

WHEREAS, the Company has entered into an Underwriting Agreement, dated as of [*], 2026 (“Underwriting Agreement”), with Maxim Group LLC (“Maxim”), acting as the representative of the underwriter (the “Underwriter”), 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 with no par value (an “Ordinary Share”), and one-half of one redeemable warrant, all as more fully described in the Company’s final Prospectus, dated [*], 2026 (“Pro

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NEW LENDER JOINDER AGREEMENT

This NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of September 29, 2026, by and among FNLR OP LP, a Delaware limited partnership (the “Parent Borrower”), certain Wholly Owned Foreign Subsidiaries of the Parent Borrower party hereto (collectively with the Parent Borrower, the “Borrowers” and each individually, a “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), ASSOCIATED BANK, NATIONAL ASSOCIATION (the “New Lender”) and acknowledged and consented to by BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the sole L/C Issuer under the Credit Agreement referred to below.

WITNESSETH

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FORM OF REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2026, is made and entered into by and among Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), ALLR Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Maxim Group LLC, a Delaware limited liability company (“Maxim”) (each such party, together with the Sponsor and Maxim, 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

WHEREAS, the Sponsor owns 3,833,333 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 500,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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PRIVATE WARRANTS PURCHASE AGREEMENT

THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ALLR Sponsor 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, each unit consisting 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 entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-298851) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “***Securit

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between Allarity 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. 333-298851 (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 Class A Ordinary Share, 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 LETTER AGREEMENT

____________, 2026

Allarity Acquisition Corp.

123 E Tarpon Ave,

Tarpon Springs, FL 34689

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 Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 to adjustment. The Un

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