Browse EX-10 agreements

SITE OPERATIONS AGREEMENT

 

THIS SITE OPERATIONS AGREEMENT (this “Agreement”) is made and entered into effective as of June 2, 2026 (the “Effective Date”) by and between MONARCH REMEDIATION & PROCESSING I, LLC, a Texas Limited liability company (“Operator”) and CA-2 MATERIALS, INC., a Texas corporation (the “Owner”).

 

RECITALS.

 

A. Owner is the tenant under that certain Land Lease Agreement (the “Lease”) dated as of January 1, 2026, with W&P Development Corporation, as landlord (“Landlord”), relating to the rental of that certain 3.443 acres of land, more or less, in the John Dunman Survey, Abstract 231, Harris County, Texas (the “Premises”), as more fully described in the Lease, a copy of which is attached as Exhibit A. Located on the Premises is a processing center with associated washout (the “Processing Center”) used for the remediation and processing of oil and related hydrocarbons (the “Business”).

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GUARANTY AGREEMENT

 

FOR VALUE RECEIVED, and in consideration of credit and/or other financial accommodations extended, to be extended, or continued to or for the account of VIVAVENTURES REMEDIATION CORPORATION, a Texas corporation (hereinafter called “Indemnitor”), and for other good and valuable considerations, VIVAKOR, INC., a Nevada corporation **(**hereinafter called “Guarantor”), absolutely and unconditionally guarantees the prompt and punctual payment and performance when due of all obligations of Indemnitor to CA-2 MATERIALS, INC., a Texas corporation and MONARCH R&P MANAGEMENT, LLC, a Texas limited liability company (hereinafter called “Indemnitees”), arising out of that certain Indemnity Agreement of even date herewith, executed by Indemnitor for the benefit of Indemnitees, together with all interest and costs of collection owing and which may become owing thereon or in connection therewith (hereinafter called the “Guaranteed Obligations”).

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COMPANY AGREEMENT

FOR

MONARCH REMEDIATION & PROCESSING I, LLC

 

 

 

THE MEMBERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE MEMBERSHIP INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE MANAGERS (WHICH, THE DISCRETION OF THE MANAGERS, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGERS) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

 

THE MEMBERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT ARE SUBJECT TO RESTRICTIONS ON THE TRANSFER, SALE, PLEDGE, OR OTHER DISPOSITION AS SET FORTH IN THIS COMPANY AGREEMENT.

 

 

 

 

 

 

 

 

COMPANY AGREEMENT FOR MONARCH REMEDIATION & PROCESSING I, LLC

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INDEMNITY

 

This Indemnity (this “Indemnity”) dated June 2, 2026 is made by VIVAVENTURES REMEDIATION CORPORATION, a Texas corporation (“Indemnitor”) for the benefit of CA-2 MATERIALS, INC., a Texas corporation (“CA-2 Materials”) and MONARCH R&P MANAGEMENT, LLC, a Texas limited liability company (“Monarch”) and the other Indemnified Parties (as defined below). CA-2 Materials and Monarch are sometimes referred to herein as “Indemnitees”. Indemnitor and Indemnitees are sometimes collectively referred to herein as the “Parties” or individually as a “Party”.

 

Recitals:

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 2, 2026, between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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EXHIBIT B

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2026, by and between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(d).

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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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