Browse EX-10 agreements

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FORM OF SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of ________, 2026, by and between Rafex Gold Corp., a Wyoming corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).

WHEREAS, the Company previously issued shares of its common stock, par value $0.001 per share (the “Common Stock”), to the Subscriber in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the Company has filed a Registration Statement on Form S-1 (File No. 333-) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act, relating to the registration for resale from time to time by the selling stockholders named therein of shares of the Company’s Common Stock, including the Shares (as defined below) held by the Subscriber;

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of September 11, 2025, by and between Rafex Gold Corp, a Wyoming ("Rafex Gold") publicly-traded corporation under the symbol RAFX on the OTC Markets OTCID and Rafex Gold Acquisition Corp II., a Wyoming corporation ("RFXAC2") and Rafex Pty, Ltd., an Australian corporation ("Rafex Pty Ltd"). This Agreement contemplates a tax-free merger of RFXAC2, with and into Rafex Pty Ltd in reorganization pursuant to Section 368 (a)(1)(A) of the Internal Revenue Code, in which the shareholders of Rafex Pty Ltd will receive Common Stock in Rafex Gold in exchange for shares of Rafex Pty Ltd with the result that Rafex Pty Ltd becomes a subsidiary of Rafex Gold.

Having received the proper board and shareholder approvals, this Agreement and Plan of Merger only amends the number of common shares of Rafex Gold issued to the receiving parties, all other directives, facts, stipulations, conditions shall remain consistent.

R E C I T A L S

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Darialtll B. AltllJerse ltll Geltller a l Coultllsel, P.C. Attorney and Counselor at Law 1015 Waterwood Parkway, Suite GAl Edmond , Oklahoma 73034 (405) 330 - 2235 FAX : (405) 330 - 2236 darianandersen@gmail.com October 2 , 2023 Wyoming Secretary of State Herschler Building East Suite 101 122 W 25th Street Cheyenne , WY 82002 - 0020 RE: Rafex Gold Acquisition Corp. Agreement and Plan of Merger Articles of Merger Dear Sir or Madam: Enclosed for filing are an Agreement and Plan of Merger affecting Wyoming for profit corporation Rafex Gold Acquisition Corp. and the Articles of Merger, and copies of the adopting resolutions, together with the required filing fee of $60 . Note the name change included in the Articles of Merger. Please file the Agreement and Plan of Merger and the Articles of Merger , and provide me copies of the filed documents. I am sending a second copy of each of the documents to be filed and a stamped envelope. Very trul y yours, L'1/ /4, � � _ j A n a,t//[} - Darian B. Andersen cc: Russell E. Brimage Richard Chiang

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RAFEX GOLD CORP.

1111 S. Roop Street, #1915

Carson City, NV 89702

1912 Capitol Avenue Suite 500

Cheyenne, WY 82001

WRITTEN CONSENT AND RESOLUTION OF THE BOARD OF DIRECTORS

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Cancellation of Shares of Common Stock

Held by Rafex Pty Ltd., a Wholly-Owned Subsidiary

Date of Resolution: April 1, 2026

RECITALS

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WHEREAS, Rafex Gold Corp., a Wyoming corporation (the “Company”), is the sole parent and 100% owner of Rafex Pty Ltd., an Australian proprietary limited company and wholly-owned subsidiary of the Company (“Rafex Pty Ltd.”);

WHEREAS, on March 10, 2023, Rafex Pty Ltd. was issued 94,617 shares of restricted Common Stock of the Company (the “Original Shares”) in connection with the merger between the Company and Triple Twenty Ltd Pty, of which Rafex Pty Ltd. held a minority interest at the time of such merger;

WHEREAS, on October 6, 2023, 19,388 shares of the Original Shares were cancelled pursuant to a prior Board action, reducing the number of shares of Common Stock held by Rafex Pty Ltd. to 75,229 shares (the “Subject Shares”);

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RAFEX GOLD CORP. 1912 Capitol Avenue, Suite 500 Cheyenne, Wyoming 82001 USA WRITTEN CONSENT AND RESOLUTION OF THE BOARD OF DIRECTORS Approval of Debt Conversion and Revenue Sharing Agreement Authorization of Issuance of 10,358,936 Shares of Common Stock to Robert Francis Davies Trust Authorization of Aur Gading Iron Ore Revenue Sharing Arrangement Date of Resolution : 05 / 18 / 2026 RECITALS WHEREAS, Rafex Gold Corp . , a Wyoming corporation (the "Company"), together with its wholly - owned subsidiaries Rafex Pty Ltd . and Triple Twenty Pty Ltd . (collectively, the "Borrowers"), has been the beneficiary of an ongoing unsecured shareholder loan facility provided by the Robert Francis Davies Trust, a trust of which Robert Francis Davies, a Director of the Company, is the Trustee (the "Lender"), pursuant to that certain Unsecured Loan Agreement dated September 28 , 2021 between the Lender and the Borrowers (the "Loan Agreement") ; WHEREAS, of the total Conversion Balance, the amount of AUD $ 601 , 601 represents advances made by the Lender directly to Datgeo Minerals Sdn . Bhd . for the

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THIS PROMISSORY NOTE (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

Principal Amount: Up to $300,000	Dated as of May 21st, 2026

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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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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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Allarity Acquisition Corp

123 E Tarpon Ave

Tarpon Springs, FL 36489

May 21st, 2026

ALLR Sponsor LLC

123 E Tarpon Ave

Tarpon Springs, FL 36489

Ladies and Gentlemen:

Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer ALLR Sponsor LLC, a Delaware limited liability company (the “Subscriber”) has made to purchase 3,833,333 of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 500,000 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”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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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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