Browse EX-10 agreements

AMENDMENT NO. 1 TO THE LOAN AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE LOAN AGREEMENT, dated as of June__, 2026 (this “Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

 

RECITALS

WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

WHEREAS, the Payor and the Payee desire to amend the Loan Agreement to increase the Principal Sum by an additional $1,100,000, from $2,500,000 to $3,600,000.

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2026, is made and entered into by and among Research Alliance Corporation IV, a Cayman Islands exempted company (the “Company”), Research Alliance Holdings IV LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

RECITALS

WHEREAS, the Sponsor currently owns 1,263,529 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently own an aggregate of 60,000 Class B Ordinary Shares, which were received from the Sponsor;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Research Alliance Corporation IV, 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 Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) (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; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Leerink Partners, as sole underwriter named therein (the “Underwriter”); and

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Research Alliance Corporation IV

600 Fifth Avenue, 23rd Floor

New York, New York 10020

 

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 Research Alliance Corporation IV, a Cayman Islands exempted company (the “Company”) and Leerink Partners LLC, as the sole underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Research Alliance Corporation IV, a Cayman Islands exempted company (the “Company”), and __________ (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers 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 such corporations;

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RESEARCH ALLIANCE CORPORATION IV

600 Fifth Avenue, 23rd Floor

New York, New York 10020

[•], 2026

Research Alliance Holdings IV LLC

c/o RA Capital

200 Berkeley Street, 18th Floor

Boston, MA 02116

Ladies and Gentlemen:

(a) This letter agreement (this “Agreement”) will confirm our agreement that, to the fullest extent permitted by applicable law, the Company agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor, its directors, officers, employees, principals, managers, partners, members, shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives, including for the avoidance of doubt RA Capital Management, L.P. (“RA Capital Management”), (the “Indemnitees”), from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessme

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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.

PROMISSORY NOTE

 

Principal Amount: up to $300,000

  

Dated as of April 7, 2026

(as set forth on the Schedule of Borrowings attached hereto)

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April 7, 2026

Research Alliance Corporation IV

c/o RA Capital Management

200 Berkeley Street, 18th Floor

Boston, MA 02116

 

 

RE:

Securities Subscription Agreement

Gentlemen:

This agreement (this “Agreement”) is entered into on April 7, 2026 by and between Research Alliance Holdings IV LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Research Alliance Corporation IV, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,014,706 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 132,353 of which are subject to surrender and cancellation by you, as further described in Section 3.1 below, to the extent the underwriters of the initial public offering (“IPO”) of Class A ordinary shares, $0.0001 par value per share, of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, coll

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2026, is entered into by and between Research Alliance Corporation IV, a Cayman Islands exempted company (the “Company”), and Research Alliance Holdings IV LLC, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s Class A ordinary shares, par value $0.0001 per share (each, a “Share”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[•] under the Securities Act of 1933, as amended (the “Securities Act”).

WHEREAS, the Purchaser has agreed to purchase an aggregate of 275,000 Shares (the “Private Placement Shares”).

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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.

 

PROMISSORY NOTE

 

 

Dated as of June 6, 2026

 

 

Principal Amount: Up to $750,000.00

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INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026 between Elite Express Holding Inc., a Delaware corporation (the “Company”), and Ye Hua, an individual (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

 

WITNESSETH THAT:

 

WHEREAS, Indemnitee performs a valuable service for the Company; WHEREAS, the Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Bylaws (the “Bylaws”) providing for the indemnification of the officers and directors of the Company to the maximum extent authorized by the Delaware General Corporation Law (the “DGCL”);

 

WHEREAS, the Bylaws and §145 of the DGCL, as amended (“Section 145”), by their nonexclusive nature, permit contracts between the Company and the officers or directors of the Company with respect to indemnification of its officers or directors;

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[Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.]

 

 

Employment Agreement

 

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 8, 2026 (the “Effective Date”) between Elite Express Holding Inc. (the “Company”), with an address of 23046 Avenida De La Carlota, Suite 600, Laguna Hills CA 92653, USA**,** and Ye Hua, with an address at [***] (“Employee”) (Company and Employee are each a “Party” and collectively the “Parties”).

 

WHEREAS, Employee is experienced in finance, U.S. Securities and Exchange Commission reporting, investor relations, and corporate administration; and

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