Browse EX-10 agreements

CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”), dated as of September __, 2026 (the “Effective Date”), is by and between John Chu (the “Executive”) and BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Company”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Employment Agreement dated October 2, 2025, pursuant to which the Company employed the Executive as Chief Executive Officer of the Company (the “Original Agreement”); and

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IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

MIRAMAR HOLDCO, LLC

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [ l ], 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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TABLE OF CONTENTS

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IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

TAX RECEIVABLE AGREEMENT

by and among

BAMBOO INSURANCE SERVICES, INC.,

MIRAMAR HOLDCO, LLC,

the several TRA PARTIES (as defined herein),

and

OTHER PERSONS FROM TIME TO TIME PARTY HERETO

Dated as of [ ò ], 2026

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CONTENTS

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

CLASS B UNIT AWARD AGREEMENT

This CLASS B UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ò ] (the “Grant Date”), is entered into among Miramar Management Aggregator, LLC, a Delaware limited liability company (the “Company”), Miramar Holdco, LLC, a Delaware limited liability company (“Holdco”) and the individual named on the signature page hereto as “Participant” (the “Participant”). Capitalized terms used but not defined herein shall have the meaning set forth in the Company LLC Agreement (as defined below).

W I T N E S S E T H:

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BAMBOO INSURANCE SERVICES, INC.2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

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BAMBOO INSURANCE SERVICES, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Non-employee members of the board of directors (the “Board”) of Bamboo Insurance Services, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company and subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below). This Policy shall become effective upon the effectiveness of the Company’s initial public offering (the “IPO”) and shall remain in effect until it is revised or rescinded by f

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**ELECTRA THERAPEUTICS, INC. **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

**APPROVED BY THE STOCKHOLDERS: SEPTEMBER 10, 2026 **

1.	**GENERAL; PURPOSE. **

(a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase Shares. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees who do not meet the requirements of an Employee Stock Purchase Plan.

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**ELECTRA THERAPEUTICS, INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY **

**ADOPTED: AUGUST 19, 2026 **

**EFFECTIVE DATE:      **

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Electra Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline all or any portion of his or her or their compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This Policy is effective as of the Effective Date and may be amend

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**ELECTRA THERAPEUTICS, INC. **

**2026 EQUITY INCENTIVE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

**APPROVED BY THE STOCKHOLDERS: SEPTEMBER 10, 2026 **

1.	**GENERAL. **

(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b) Types of Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Performance Awards; and (vii) Other Awards.

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**STOCK RESTRICTION AGREEMENT **

**This Stock Restriction Agreement **(the “Agreement”) is made as of *  *, by and between Electra Therapeutics, Inc., a Delaware corporation (the “Company”) and [*    *] (“Holder”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.

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**OPTION CANCELLATION AGREEMENT **

This** OPTION CANCELLATION AGREEMENT **(this “Agreement”) is made and entered into on September 11, 2026, by and between Electra Therapeutics, Inc. (the “Company”) and Quehuong (Kathy) Dong, Pharm.D., M.B.A. (“Optionee”).

**RECITALS **

WHEREAS, on February 13, 2026, the Company granted to Optionee options to purchase 342,048 shares of Company common stock (as adjusted for any stock split, the “Option”) under the terms of the Company’s 2022 Stock Plan;

WHEREAS, the Option remains outstanding as of the date of this Agreement; and

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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 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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