Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Serina Therapeutics, Inc., a Delaware corporation (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

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LIVE OAK ACQUISITION CORP. VI

4921 William Arnold Road
Memphis, TN 38117

[ ], 2026

Live Oak Merchant Partners

4921 William Arnold Road

Memphis, TN 38117

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Live Oak Acquisition Corp. VI (the “Company”) and Live Oak Merchant Partners (the “Services Provider”), an affiliate of our sponsor, Live Oak Sponsor VI, 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

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LIVE OAK ACQUISITION CORP. VI

4921 William Arnold Road

Memphis, TN 38117

January 27, 2026

Live Oak Sponsor VI, LLC

4921 William Arnold Road

Memphis, TN 38117

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Live Oak Sponsor VI, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2026 by and between Live Oak Acquisition Corp. VI, 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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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”), and Live Oak Sponsor VI, 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. 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 aggregate of 4,600,000 warrants (including if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to pur

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [  ], 2026, by and between Live Oak Acquisition Corp. VI, 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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______, 2026

Live Oak Acquisition Corp. VI

4921 William Arnold Road

Memphis, TN 38117

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 Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (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 (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 sh

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2026, is made and entered into by and between Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”) and Live Oak Sponsor VI, LLC , a Delaware limited liability company (the “Sponsor”) (the Sponsor 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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WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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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

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Principal Amount: Up to $300,000	Dated as of January 27, 2026 New York, New York

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [    ], 2026 , by and between Essential Minerals 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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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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Essential Minerals Acquisition Corp

500 W. 2nd Street, Suite 1900
Austin, Texas 78701

[   ], 2026

Essential Minerals Sponsor LLC

500 W. 2nd Street, Suite 1900
Austin, Texas 78701

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Essential Minerals Acquisition Corp, (the “Company”) and Essential Minerals Sponsor LLC (the “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 “*

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