Browse EX-10 agreements

Essential Minerals Acquisition Corp

Suite 210, 2nd Floor, Windward III,

Regatta Office Park,

Grand Cayman, PO Box 500, KY1-1106

June 20, 2026

Essential Minerals Sponsor LLC

Suite 210, 2nd Floor, Windward III,

Regatta Office Park,

Grand Cayman, PO Box 500, KY1-1106

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	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

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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-tenth (1/10) 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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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.  

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PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated June 20, 2026 New York, NY

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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-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 362,500 private placement units (or up to 385,000 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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[  ], 2026 

Essential Minerals Acquisition Corp

500 W. 2nd Street, Suite 1900

Austin, Texas 78701

	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 between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 right to receive one tenth

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”) is made as of the [  ] day of [   ], 2026, by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”, 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, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Business Combination”);

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INTERCOMPANY LOAN AGREEMENT (Interest - Free Shareholder Loan) This Loan Agreement (“Agreement”) is made and entered into on July 30, 2025 , by and between: Lender: AI POWER X INC. A Delaware corporation Address: 16192 COASTAL HWY LEWES, DE 19958 Borrower: YOUR CHOICE DOUBLE DZ INC. (YCDD) A Texas corporation Address: 16544 HWY 152, WHEELER, TEXAS 79096 1. Loan Amount The Lender agrees to provide the Borrower with a loan in the principal amount of USD 620 , 000 (Six Hundred Twenty Thousand U . S . Dollars) . 2. Loan Purpose The Borrower shall use the Loan for its general corporate and operational purposes . 3. Interest This Loan shall be interest - free ( 0 % ) . 4. Term and Repayment The Loan shall be repayable on demand by the Lender, unless otherwise agreed in writing . The Lender may, at its sole discretion, elect to convert all or part of the Loan into equity of the Borrower, subject to applicable corporate approvals . 5. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (for AI Power X) and the State of Texas (f

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BITARI INC 16544 HWY 152, Wheeler, Texas, 79096 [04 - 07 - 2026] Wesley D. Tate 205 Earl McKinney Rd., Elizabethton, TN 37643 Re: CFO Offer Letter Dear Wesley: BITARI INC, a Texas corporation (the “ Company ”), is pleased to offer you the position of Chief Financial Officer (“CFO”) of the Company . We believe your background and experience will be a significant asset to the Company and we look forward to your participation . Should you choose to accept this position, this letter agreement (this “ Agreement ”) shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you agree to provide to the Company . 1. Term . This Agreement shall become effective as of April 7 , 2026 (the “Effective Date”) upon your acceptance . Your employment shall continue on an at - will basis, unless otherwise terminated in accordance with Section 8 below . You shall be permitted to perform your duties remotely at your discretion . 2. Services . You shall render services as Chief Financial Officer (“CFO”) of the Company . As CFO, you shall be

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SUPPLEMENTARY EMPLOYMENT AGREEMENT This Supplementary Agreement (“Agreement”) is entered into on July 31, 2025, by and between: Your Choice Double DZ Inc., a corporation organized under the laws of the State of Texas (the “Company”), and Ping “Peter” Zhang (“Employee”). WHEREAS: 1. Employee has served as the Director and Chief Executive Officer (CEO) of the Company from April 26 , 2022 , to July 31 , 2025 ; 2. The shareholders have accepted his resignation as Director and CEO effective July 31 , 2025 , while wishing to retain his services due to his operational experience and familiarity with the Company’s business ; 3. The Company desires to continue engaging Employee in a new capacity, and Employee agrees to continue his employment with the Company under the terms set forth below. NOW, THEREFORE, the parties agree as follows: 1. Position and Duties Effective August 1, 2025, Employee shall serve as Operations Manager of the Company. He shall report directly to the Chief Executive Officer (CEO), Mr. Gang Lin, and perform duties related to daily operations, coordination with vendors,

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CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“ Agreement ”) is made as of the April 28 th, 2022 (the “ Effective Date ”) by and between 913 HERO, LLC , an Oklahoma limited liability company (“ Consultant ”), and YOUR CHOICE DOUBLE DZ, INC . , a Texas corporation (“ Company ”) . AGREEMENT: 1. Services . Consultant is a party to that certain Surface Location, Roadway, and Power Facility Easement more particularly described on Exhibit “A” attached hereto and made a part hereof (the “ Easement ”), a copy of which has been provided to Company, pursuant to which the grantor thereunder (“ Land Owner ”) granted to Consultant the right to survey, construct, use, operate, maintain, and/or repair the real property located in Wheeler County, Texas more particularly described on Exhibit “B” attached hereto and made a part hereof (the “ Easement Area ”) for the mining, creation, storage, transfer, staking and exchange of cryptocurrency . In exchange for the consideration set forth herein, Consultant shall, upon obtaining Land Owner’s consent, assign all of Consultant’s right, title and interest

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Sign.com Document ID: 804eb05299 - Page 1/7 BITARI INC 16544 HWY 152, Wheeler, TX 79096 October 1, 2025 Christina Shea 624 Tularosa, Irvine, CA 92618 Re: Director Offer Letter Dear Christina Shea: BITARI INC, a Texas corporation (the "Company"), is pleased to offer you a position as a member of its board of directors (the "Board"). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (this "Agreement") shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you agree to provide to the Company. 1. Term. This Agreement is effective upon your acceptance and signature below; provided, however, that your appointment and service as a director shall commence only upon, and be conditioned on, the commencement of trading of our shares of Class A common stock on Nasdaq. Your term as a director shall commence upon your election or appointment to the Boa

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