Browse EX-10 agreements

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

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ALLARITY ACQUISITION CORP.

_______, 2026

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Allarity Acquisition Corp. (the “Company”) and ALLR 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 LLC (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”):

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2026 by and between Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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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-[●] (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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PLACEMENT AGENCY AGREEMENT

September 8, 2026

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, NY 10022

Ladies and Gentlemen:

Introduction. Subject to the terms and conditions herein (this “Agreement”), NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,000,006.00 of registered securities of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pre-funded Common Stock purchase warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 960,715 shares of Common Stock (the “Pre-Funded Warrant Shares”), and Common Stock purchase warrants (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 3,571,430 shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “*Warran

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2026, between NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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 each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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April 14, 2026

Dear Erik:

At this exciting time for the company, I am pleased to offer you the position of Chief Technology Officer (CTO)for MasterCraft Boat Holdings, Inc. This role reports directly to Brad Nelson, CEO and you will become an officer of the company subject to Board appointment. You will play an important role across the enterprise as a key member of the Senior Leadership Team (SLT), leading the advancement of our product portfolio and associated technology to meet Company objectives. In addition to enterprise-wide responsibilities, you will continue to lead the MasterCraft product development and engineering organization.

The terms are as follows:

Effective: April 20, 2026

Job Title: Chief Technology Officer

Salary: Your base annual salary will be $300,000.

Bonus/STIP: You will be eligible for the management short-term incentive/bonus plan (STIP). Your target bonus will be 50% of your base salary based on Company and business unit performance and leadership objectives as determined by the Board of Directors.

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April 20, 2026

Matthew M. Googe
1204 Forest Brook Road

Knoxville, TN 37919

Dear Matthew:

At this exciting time for the company, I am pleased to offer you the position of General Counselfor MasterCraft Boat Holdings, Inc. This role reports directly to Brad Nelson, and, upon appointment by the Board of Directors, you will serve as an officer of the Company and as Corporate Secretary. You will play an important role across the enterprise as a key member of the Senior Leadership Team (SLT), serving as the Company’s chief legal advisor and leading all legal, governance, compliance, and risk management activities. In this role, you will provide strategic legal counsel to the CEO, Board of Directors, and senior leadership team; oversee corporate governance, securities, M&A, compliance, and litigation matters; and support the Company’s growth and business objectives while ensuring strong legal and ethical standards.

The terms are as follows:

Job Title: General Counsel

Effective Date: May 11, 2026, or as negotiated.

Salary/Bonus: Your base annual salary will be $370,000.

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August 20, 2024

Dear Mike:

At this exciting time for the company, I am pleased to offer you the position of Senior Vice President, Operational Excellencefor MasterCraft Boat Holdings, Inc. This role reports directly to Brad Nelson, CEO. You will play an important role across the enterprise as a key member of the Senior Leadership Team (SLT). Serving as a key advisor to the CEO, CFO, and VP-HR, will be a key part of the role.

Your role encompasses shaping strategy, ensuring operational excellence, and driving focused improvement across the business as we grow and evolve. This includes working closely with the CEO, CFO, VP, Human Resources, business unit leaders, and other leaders across the company. Among other duties as required, driving sustainable market leading quality and design for manufacturing will be a key focus.

The terms of our offer are as follows:

Effective Date: December 2, 2024 (or other agreed-to date upon final successful wind-down of Aviara);

Reporting on-location effective January 6, 2025.

Job Title: Senior Vice President of Operational Excellence

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TECHNOLOGY SERVICES AGREEMENT

Zermatt Resort | Midway, Utah

This Technology Services Agreement (this “Agreement”) is entered into as of September 9, 2026 (the “Effective Date”), by and between TAP Real Estate Technologies, Inc., a Delaware corporation (“TAP”), and Alpenhaus Resort, LLC, a Utah limited liability company (“Alpenhaus”). TAP and Alpenhaus are each a “Party” and together the “Parties.”

RECITALS

A. Alpenhaus is the owner of the resort currently known as Zermatt Resort in Midway, Utah (the “Resort”).

B. TAP provides digital property infrastructure, tokenization, ownership administration, payment technology, workflow automation, investor technology and strategic advisory services.

C. The Parties wish to establish a definitive relationship under which TAP will serve as Alpenhaus’s exclusive technology, tokenization and digital transaction administration provider, while Alpenhaus and Alpenhaus Management, LLC retain all property, hotel, HOA, staffing, bank-account and operating authority.

AGREEMENT

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SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as _________, 2026, between Alpenhaus Resort, LLC, a Utah limited liability company (the “Company”), and the investor identified on the signature page hereto (“Investor”).

Recitals

A. The Company has been formed as a limited liability company under the laws of the State of Utah by the filing of its Certificate of Organization with the Utah Division of Corporations and Commercial Code on July 31, 2026.

B. Investor desires to purchase and the Company desires to issue and sell to Investor the number of Class B Non-Voting Units of the Company set forth herein.

NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutual covenants and agreements set forth herein, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

SUBSCRIPTION AND SALE

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SENIOR SECURED PROMISSORY NOTE

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$8,500,000.00

[___], 2026 (the “Issuance Date”)

FOR VALUE RECEIVED, the undersigned, SKYX Platforms Corp. (the “Maker”), a Florida corporation, hereby promises to pay to the order of ________________, or its registered assigns (“Holder”), the principal amount of USD $8,500,000.00 (the “Principal Amount”), together with interest thereon, in each case in lawful money of the United States of America and in accordance with the terms and conditions of this Senior Secured Promissory Note (this “Note”).

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**REGISTRATION RIGHTS AGREEMENT **

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2026, is by and among Cerenome, Inc., a Delaware corporation with offices located at 6420 Levit Green Boulevard, Suite 310, Houston, Texas 77021 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

***RECITALS ***

A. In connection with one or more Closings (as defined in the Securities Purchase Agreement) by and among the parties hereto pursuant to the Securities Purchase Agreement by and among the parties hereto, dated as of September 4, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to, among other things, issue and sell to each Buyer the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes.

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