Browse EX-10 agreements

Contract Date: 1 April 2023

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub / the Company”)

	2.	G-Rocket Holdings Limited (hereinafter referred to as “G-Rocket”)

	3.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”)

Representations and Disclosures

The signing parties hereby confirm and represent:

	1.	G-Rocket directly holds 80% of the shares of Web3hub and is the controlling shareholder of Web3hub.

	2.	Johnny Ng is the ultimate beneficial owner of Web3hub as of the contract date.

	3.	All parties have fully understood and are aware of the above shareholding and control relationships.

	4.	The transactions under this agreement constitute connected/related-party transactions. All parties confirm that the terms of these transactions are fair and reasonable and comply with all applicable laws, regulations and regulatory requirements.

1: Purpose of the Agreement

This agreement aims to regulate the fund transfer, investment operations, and fiat currency conversion processes involving the G-Rocket OSL investment account, Web3hub, and Johnny Ng’s investment activities, in order to improve Web3hub’s cryptocurrency investment management system.

2: Fund Control and Transfer Authority

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[•], 2026

Research Alliance Corporation III

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 III, 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.

In order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Research Alliance Holdings III LLC (the “Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) hereby agree with the Company as follows:

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RESEARCH ALLIANCE CORPORATION III

600 Fifth Avenue, 23rd Floor

New York, New York 10020

[•], 2026

Research Alliance Holdings III 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, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) (A) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Research Alliance Corporation III, 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;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The amended and restated memorandum and articles of association of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

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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 III, a Cayman Islands exempted company (the “Company”), and Research Alliance Holdings III 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 333-294549 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”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section****1. Authorization, Purchase and Sale; Terms of the Private Placement Shares.

A. Authorization of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.

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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 III, a Cayman Islands exempted company (the “Company”), Research Alliance Holdings III 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 1,245,269 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “ClassB Ordinary Shares”), and the other Holders currently own an aggregate of 78,260 Class B Ordinary Shares, which were received from the Sponsor;

WHEREAS, the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (**“**Ordinary Shares”), at the time of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time;

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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 III, 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. 333-294549 (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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