Browse EX-10 agreements

PRIVATE WARRANTS PURCHASE AGREEMENT

THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ALLR Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, a “Class A Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-298851) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”)

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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, 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 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 9,200,000 of the Company’s units (including up to 1,200,000 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 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 Units shall be

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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. 333-298851 (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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SENTINEL STRATEGIC HOLDINGS LP
SUBSCRIPTION AGREEMENT
	Chaince Digital Holdings Inc.

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Exhibit 10

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AMENDMENT TO JOINT FILING AGREEMENT

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In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of an amendment No.2 to the Statement on Schedule 13D, which Amendment No. 2 amends and supplements the Amendment No. 1 to the Statement on Schedule 13D filed with the Securities and Exchange Commission on June 8, 2026 (the “Amendment No.1”) (including any and all amendments thereto) with respect to the Class B ordinary shares, no par value, of NewGenIvf Group Limited, a British Virgin Islands company, and further agree that this amendment to the Joint Filing Agreement originally dated April 10, 2024 shall be included as an Exhibit to such joint filings.

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FORM OF EXECUTIVE CHAIR RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF GRANT

RESTRICTED STOCK UNITS (STOCK-SETTLED)
LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN

(AS AMENDED AND RESTATED AS OF JULY 20, 2017)

Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), has awarded to the Participant, as identified below, thenumber of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Grant (the “Notice”) as well as in the Company’s 2016 Stock Plan (as amended and restated as of July 20, 2017) (the “Plan”) and the Restricted Stock Unit Agreement (Stock-Settled) (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.

Participant:        

Employee ID:

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FORM OF RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF GRANT

RESTRICTED STOCK UNITS (STOCK-SETTLED)
LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN

(AS AMENDED AND RESTATED AS OF JULY 20, 2017)

Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), has awarded to the Participant, as identified below, thenumber of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Grant (the “Notice”) as well as in the Company’s 2016 Stock Plan (as amended and restated as of July 20, 2017) (the “Plan”) and the Restricted Stock Unit Agreement (Stock-Settled) (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.

Participant:        

Employee ID:

Number of RSUs:

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FORM OF PERFORMANCE SHARE AGREEMENT

NOTICE OF GRANT

PERFORMANCE SHARES

LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN

(AS AMENDED AND RESTATED AS OF JULY 20, 2017)

Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), has awarded to the Participant, as identified below, the number of Performance Shares (the “Performance Shares”) set forth below. The Performance Shares are subject to all of the terms and conditions as set forth in this Notice of Grant (the “Notice”) as well as in the Company’s 2016 Stock Plan (as amended and restated as of July 20, 2017) (the “Plan”) and the Performance Share Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Each Performance Share represents the right to receive one share of Stock on the Payment Date (as defined in the Agreement), subject to achievement of the Performance Targets (as defined in the Agreement) and the other terms and conditions of this award. The number of Performance Shares that may be earned, if any, may range from [50][25]% of the Target Number of Performance Shares,

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AMENDMENT TO CLASSIFY COMMON UNITS

EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP

AMENDMENT TO CLASSIFY COMMON UNITS

October 2, 2026

Pursuant to this Amendment to Classify Common Units (this “Amendment”),under a power contained in Section 4.3 of the Amended and Restated Limited Partnership Agreement (the “Base Agreement”and, as supplemented by this Amendment and as may otherwise be amended, supplemented or amended and restated from time to time, the “Partnership Agreement”)of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”),ExchangeRight Income Fund, a Maryland statutory trust (the “General Partner”),acting in its capacity as the sole general partner of the Operating Partnership, classified an unlimited number of Partnership Units as a new class of Partnership Units and designated such Partnership Units as Class T Common Units (each such Partnership Unit, a “Class T Common Unit”).

(1)

Class T Common Units.

(a)

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Annex A

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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**NEXENTIS TECHNOLOGIES INC. **

(formerly N2OFF, INC.)

Warrant To Purchase Shares of Common Stock

Warrant No.:

Number of shares Common Stock: 1,850,000

Date of Issuance: October 1, 2024 (“Issuance Date”)

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AGREEMENT TO AMEND AND RESTATE WARRANT

This Agreement to Amend and Restate Warrant (this “Agreement”) is entered into as of September 29, 2026, by and between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and [__] (the “Holder”).

WHEREAS, the Company issued to the Holder a warrant dated June 15, 2026 to purchase up to [__] shares of the Company’s common stock (the “Original Warrant”) in connection with a private placement conducted concurrently with the Company’s registered direct offering; and

WHEREAS, the Company and the Holder desire to amend and restate the Original Warrant in the form attached to this Agreement as Exhibit A (the “Amended and Restated Warrant”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

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