Browse EX-10 agreements

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, after giving effect to the surrender of 766,666 Class B ordinary shares for no consideration immediately prior to the consummation of the Offering, the Sponsor owns 3,066,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 400,000 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 INVESTMENT MANAGEMENT TRUST AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October ___, 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 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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**City Therapeutics, Inc.
**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of City Therapeutics, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). Unless otherwise determined by the Board of Directors, Outside Directors who are employees of, or otherwise affiliated with, an institutional investor in the Company shall not be eligible to receive compensation under this Policy. In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

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City Therapeutics, Inc.
SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

	1.	Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of City Therapeutics, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

	2.	Covered Executives

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Exhibit 10.2

CITY THERAPEUTICS, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the City Therapeutics, Inc. 2026 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of City Therapeutics, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

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City Therapeutics, Inc.

COMPENSATION RECOVERY POLICY

Adopted as of September 19, 2026, subject to effectiveness of the Company’s Registration Statement on Form S-1 for its initial public offering.

City Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.

	1.	Overview

The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Global Market. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.

	2.	Compensation Recovery Requirement

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city THERAPEUTICS, INC.

EXECUTIVE SEVERANCE PLAN AND
SUMMARY PLAN DESCRIPTION

	1.	Introduction and Purpose

This document serves as the Plan document and Summary Plan Description (“SPD”) for the severance pay and benefits provided under the City Therapeutics, Inc. Executive Severance Plan (the “Plan”). City Therapeutics, Inc., a Delaware corporation (including its successors, the “Company”), considers it essential to foster the continuous employment of key management personnel. The Company acknowledges the possibility of an involuntary termination of employment exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company.

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Exhibit 10.3

CITY THERAPEUTICS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the City Therapeutics, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of City Therapeutics, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). 503,322 shares of Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1,509,966 shares of Common Stock, (ii) 1% of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such number of shares of Common Stock as determined by the Administrator (as defined in Section 1). The Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Se

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MASTER SERVICES AGREEMENT

BY AND BETWEEN

PBT LAND AND MINERALS, INC.,

AS COMPANY,

AND

BLACKBEARD OPERATING, LLC,

AS SERVICE PROVIDER

TABLE OF CONTENTS

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Article I DEFINITIONS		1

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THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

FORM OF SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is entered into as of [*], 2026, between Elevation Acquisition Group Inc., a Cayman Islands exempted company with limited liability (the “Company”), and [             ]       (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (each, a “Business Combination”);

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of October 7, 2026 (the “Effective Date”) by and between Amaero Inc., a Delaware corporation (the “Company”), and Hank Holland (“Executive”) (collectively, the “Parties,” and each, a “Party”). This Agreement replaces in its entirety the Amended and Restated Executive Employment Agreement by and between Executive and Company dated as of August 27, 2026.

R E C I T A L S

WHEREAS, the Company desires to continue to retain the services of Executive as the Company’s Chief Executive Officer and to have Executive serve as Chair of the Company’s Board of Directors (the “Board”), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Executive desires to continue to provide services to the Company pursuant to the terms and conditions set forth in this Agreement;

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.9

FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT

THIS FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT, dated as of June 11, 2026 (this “Amendment”), is made by and among Amaero Advanced Materials & Manufacturing, Inc., a Delaware corporation (the “Borrower”), AMAERO INC., a Delaware corporation (“US HoldCo”), AMAERO LTD (ACN 633 541 634), an Australian limited company (“Amaero International”), AM AERO INC., a California corporation (“AM Aero”), AMAERO ENGINEERING PTY LIMITED (ACN 162 732 649), an Australian limited company (“Amaero Engineering”), AMAERO ALLOYS PTY LIMITED (ACN 644 922 636), an Australian limited company (“Amaero Alloys”, together with US HoldCo, Amaero International, AM Aero, Amaero Engineering, the “Guarantors” and each a “Guarantor”), and the EXPORT-IMPORT BANK OF THE UNITED STATES, an agency of the

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