Browse EX-10 agreements

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Execution Copy

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2026, is made and entered into by and among Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), Leader’s Advantage Company, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with 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 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently own an aggregate of zero (0) Class B Ordinary Shares, which were received from the Sponsor;

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Execution Copy

September 17, 2026 

Leader’s Advantage Acquisition Corp.

1288 NJ-73, Suite 401, Mt. Laurel Township, NJ 08054

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 Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street 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-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 $1

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Execution Copy

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LEADER’S ADVANTAGE ACQUISITION CORP.

1288 NJ-73

Suite 401

Mt Laurel Township, NJ 08054

September 17, 2026

Leader’s Advantage Company, LLC

1288 NJ-73, Suite 401

Mt Laurel Township, NJ 08054

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Leader’s Advantage Company, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 1288 NJ-73, Suite 401, Mt Laurel Township, NJ 080

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Exhibit 10.3(a)

Execution Copy

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 September 17, 2026, is entered into by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), Clear Street Capital LLC, a company with its principal place of business in New York, and D. Boral Capital LLC , a company with its principal place of business in New York (each individually, the “Purchaser” and together, the “Purchasers”).

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Execution Copy

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 17, 2026 by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296772) (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-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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Exhibit 10.3(b)

Execution Copy

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 17, 2026, is entered into by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Leader’s Advantage Company, LLC, a Delaware limited liability company (the “Purchaser”).

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***Execution Version ***

**CONTINGENT VALUE RIGHTS AGREEMENT **

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 22, 2026 (this “Agreement”), is entered into by and between Zymeworks Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust Company”), acting jointly with Computershare, as Rights Agent (as hereinafter defined).

**RECITALS **

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**GUARANTY AND SECURITY AGREEMENT **

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is entered into as of September 23, 2026 by and among CLOVER FINANCE TRUST, a Delaware statutory trust (the “DST Issuer”), CLOVER FINANCE LLC, a Delaware limited liability company (the “Trustee Co-Issuer” and, together with the DST Issuer, collectively, the “Issuers” and each, an “Issuer”), THERAVANCE BIOPHARMA IRELAND LIMITED, a private company limited by shares incorporated in Ireland (company registration number 560699) (“TBIL”), THERAVANCE BIOPHARMA US, LLC, a Delaware limited liability company (“TBUS”), THERAVANCE BIOPHARMA R&D IP, LLC, a Delaware limited liability company (“RDIP”), THERAVANCE BIOPHARMA ANTIBIOTICS IP, LLC, a Delaware limited liability company (“TABI” and, together with TBIL, TBUS, RDIP, the Issuers and each other Person that becomes a party hereto, the “Grantors” and each, a “Grantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as the administrative agent, collateral agent and security trustee (in such capacities, together

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***Execution Version ***

**NEITHER THIS DEBT INSTRUMENT NOR THE NOTES ISSUED IN CONNECTION HEREWITH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUERS (AS DEFINED BELOW) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. **

**THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREASURY REGULATIONS SECTION 1.1275-3: THIS DEBT INSTRUMENT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. HOLDERS MAY OBTAIN INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS DEBT INSTRUMENT BY SUBMITTING A WRITTEN REQUEST TO THE ISSUERS, AT THE ADDRESS LISTED IN SCHEDULE 11.03. **

**NOTE PURCHASE AGREEMENT **

**dated as of September 23, 2026 **

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Manufacturing Agreement

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This Manufacturing Agreement (“Agreement”), dated and effective as of September 17, 2026 (the “Effective Date”), is by and between Evofem Biosciences, Inc., a Delaware company headquartered in San Diego, California with an address at 12636 High Bluff Drive, Suite 400, San Diego, California, 92130, (“Buyer”) and Zhaoke (Hong Kong) Ophthalmology Pharmaceutical Limited, a Hong Kong company organized and existing under the laws of Hong Kong with its principal offices at Unit 716, 7/F, Building 12W, Hong Kong Science Park, Shatin, Hong Kong, and Zhaoke (Guangzhou) Ophthalmology Pharmaceutical Co. Ltd., a company organized under the laws of the People’s Republic of China (“Zhaoke”) with its head office in Hong Kong (together with manufacturing site in [***], “Supplier”). Buyer and Supplier are sometimes referred to in th

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REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2026, by and between **EVA LIVE INC., **a Nevada corporation (the “Company”), and HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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