Browse EX-10 agreements

***FORM OF INDEMNITY AGREEMENT ***

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 10, 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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**Exhibit 10.6 **

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 her

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RESEARCH ALLIANCE CORPORATION IV

600 Fifth Avenue, 23rd Floor

New York, New York 10020

July 10, 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, assess

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 10, 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 July 10, 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. 333-296609 (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 LLC, as sole underwriter named therein; and

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TRANSITION AGREEMENT

This TRANSITION AGREEMENT(“Agreement”), is entered into as of July 14, 2026 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Derek Harmer (“Harmer”), and amends that certain Executive Employment Agreement by and between the Company and Harmer dated July 16, 2020, and amended as of July 15, 2023 (the “Employment Agreement”).

WHEREAS, the Employment Agreement and Harmer’s employment with the Company shall terminate as set forth herein;

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”), dated as of April 11, 2023, is by and among, Accel Entertainment, LLC, a Delaware limited liability company (such entity or its permitted designee, “Buyer”), Accel Entertainment, Inc. (“Parent,” and collectively with Buyer, the “Buyer Parties”), Toucan Gaming, LLC, a Louisiana limited liability company (“Seller”), Toucan Management, LLC, a Louisiana limited liability company (“Owner”), and Stan Guidroz (“Guidroz”). Seller, Owner and Guidroz are collectively referred to herein as the “Seller Parties.” Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 1.1of this Agreement.

RECITALS

(a)Seller is engaged in the business of owning, operating, placing, servicing and maintaining Video Draw Poker Devices (as defined in the Louisiana Video Draw Poker Devices Control Law) at fuel, retail and restaurant locations(the “Business”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT(“Agreement”) is entered into and effective as of July 14, 2026 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), Stan Guidroz (“Executive”), and with respect to Section 7.9(a), Toucan Gaming, LLC, a Delaware limited liability company (“Toucan”), and amends and restates that certain Executive Employment Agreement entered into as of November 1, 2024, by and between Toucan and Executive (the “Prior Agreement”).

WHEREAS, Pursuant to that certain Asset Purchase Agreement, dated as of April 11, 2023 (the “APA”), the Company acquired substantially all of the assets of Toucan Device Owner, LLC (f/k/a Toucan Gaming, LLC), a Louisiana limited liability company. All capitalized terms used in this Agreement without definition have the meanings given to them in the APA;

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THE FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT(this "Amendment") is made and entered into as of November 1, 2024 (the “FirstAmendment Effective Date”), by and among Accel Entertainment LLC, a Delaware limited liability company (such entity or its permitted designee, “Buyer”), Accel Entertainment, Inc. (“Parent,” and collectively with Buyer, the “Buyer Parties”), Toucan Device Owner, LLC, a Louisiana limited liability company (f/k/a Toucan Gaming, LLC) (“Seller”), Toucan Management, LLC, a Louisiana limited liability company (“Owner”), and Stan Guidroz (“Guidroz”).

RECITALS

WHEREAS, the Buyer Parties, Seller, Owner and Guidroz are parties to that certain Asset Purchase Agreement, dated as of April 11, 2023 (the "Purchase Agreement"); and

WHEREAS, pursuant to Section 9.3of the Purchase Agreement, the Buyer and the Seller desire to amend the terms of the Purchase Agreement as set forth in this Amendment.

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TOUCAN GAMING, LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Dated as of November 1, 2024

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

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

TOUCAN GAMING, LLC

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Churchill Capital Corp XII

** **

640 Fifth Avenue, 14th Floor
New York, NY 10019

THIS DIRECTOR AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2026, by and between Churchill Capital Corp XII, a Cayman Islands exempted company (the “Company”), and the undersigned independent director of the Company (the “Director”).

RECITALS

** **

WHEREAS, the Director was appointed to the Company’s board of directors (the “Board”) on July 13, 2026 (the “Appointment Date”); and

WHEREAS, the Company and the Director desire to enter into this Agreement to set forth certain agreements related to the Director’s appointment to the Board.

AGREEMENT

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NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

** **

1. Services.

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PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE MAKER.

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