Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2026 between TRex Bio, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors 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 the corporation;

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TRex Bio, Inc.
2026 Equity Incentive Plan

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DEFINED TERMS

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

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PURPOSE

The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards.

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ADMINISTRATION

The Plan will be administered by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer and interpret the Plan and any Awards; to determine eligibility for and grant Awards; to determine the exercise price, base value from which appreciation is measured, or purchase price, if any, applicable to any Award; to determine, modify, accelerate or waive the terms and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other Awards or other property); to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary or desirab

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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

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.

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Private and Confidential

October 2, 2026

Laura Berner

Address on File with the Company

Re: Employment Agreement

Dear Laura:

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

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Position. You will serve as the Company’s Chief Operating 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.

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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

Incentive Stock Option Agreement

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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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, the Sponsor owns 3,833,333 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 500,000 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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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-half of 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 “***Securit

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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-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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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 11,500,000 of the Company’s units (including up to 1,500,000 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 share, subject to adjustment. The Un

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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 eight

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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-eighth (1/8) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Business Combination”);

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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-eighth (1/8) 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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