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 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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RETENSION PHARMACEUTICALS, INC. 

2026 EQUITY INCENTIVE PLAN

Effective Date: [______________]

TABLE OF CONTENTS

1.	History; Existence of the Plan		1
2.	Purposes of the Plan		1
3.	Terminology		1

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RETENSION PHARMACEUTICALS, INC.

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), made effective as of January 1, 2024 (the “Effective Date”), is by and between Retension Pharmaceuticals, Inc, a Delaware corporation with offices at 902 Turkey Run Road, McLean, VA 22101 and its successors, subsidiaries and affiliates (collectively, the “Company”), and Donald Olds (“Consultant”).

WITNESSETH

WHEREAS, the Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to the Company, all as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements hereinafter set forth, the Company and Consultant hereby agree as follows:

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Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Eric Keller

VIA Email

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Re: Offer of Employment

Dear Eric:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) for the full-time position of Chief Executive Officer of the Company as set forth herein.

This letter summarizes some of the important aspects of your proposed employment with the Company. Further information about the terms and conditions of your employment is available in the personnel policies and information that the Company has previously disseminated or may in the future disseminate from time to time. You are advised to review the policies and procedures contained in such materials at your earliest opportunity, and to become familiar with them.

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RETENSION PHARMACEUTICALS,** INC.**

2026 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

				Page
1.	Establishment, Purpose and Term of Plan			1
	1.1	Establishment		1

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RETENSION PHARMACEUTICALS, INC.

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), made effective as of January 1, 2024 (the “Effective Date”), is by and between Retension Pharmaceuticals, Inc, a Delaware corporation with offices at 902 Turkey Run Road, McLean, VA 22101 and its successors, subsidiaries and affiliates (collectively, the “Company”), and Michael Berendt (“Consultant”).

WITNESSETH

WHEREAS, the Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to the Company, all as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements hereinafter set forth, the Company and Consultant hereby agree as follows:

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TREX BIO, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”), made between TRex Bio, Inc., a Delaware corporation (the “Company”), and M. Johnston Erwin, Jr. (the “Executive” and, collectively with the Company, the “Parties”), is entered into as of October 2, 2026 (the “Effective Date”).

WHEREAS, the Company desires to continue to employ Executive as the Company’s Chief Executive Officer, and Executive desires to continue to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

Section 1.

Employment by the Company.

1.1

Employment. This Agreement shall govern the terms of Executive’s continued employment with the Company, effective as of the Effective Date.

1.2

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Name:
Number of Shares of Stock subject to the Stock Option:
Exercise Price Per Share:	$
Date of Grant:
[Vesting Commencement Date:]

TREX BIO, INC.
2026 Equity Incentive Plan

Non-Statutory Stock Option Agreement

(Non-Employee Directors)

This agreement (this “Agreement”) evidences a stock option granted by TRex Bio, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the TRex Bio, Inc. 2026 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

1.

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TRex Bio, Inc.
2026 Employee Stock Purchase Plan

1.

Defined Terms

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2.

Purpose of Plan

The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan and thereby acquire an interest in the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 and to be exempt from the application and requirements of Section 409A of the Code and is to be construed accordingly.

3.

Common Shares Subject to the Plan

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Private and Confidential

October 2, 2026

Ali Zarrin

Address on File with the Company

Re: Employment Agreement

Dear Ali:

Trex Bio, Inc., a Delaware corporation (the “Company”), is pleased to offer you continued employment pursuant to the following terms (this “Agreement”):

1.

Position. You will serve as the Company’s Chief Scientific Officer, and you will report to the Company’s Chief Executive Officer. You agree to perform such duties consistent with your position and as the Company may direct from time to time. This is a full‑time exempt position. By signing this Agreement, you represent and warrant that your signing of this Agreement and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound, and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this Agreement.

2.

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