Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-290458 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, 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, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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[●], 2026

Energy Transition Special Opportunities

71 Orchard Pl, Unit 1

Greenwich, CT, 06830

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 Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, 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 that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),

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1 of 7 AMENDED AND RESTATED ADDENDUM TO BROKER-DEALER SELLING AGREEMENT FOR DUAL REGISTRANT’S REGISTERED INVESTMENT ADVISER-RELATED ACTIVITIES This Amended and Restated Addendum to Broker-Dealer Selling Agreement (“RIA Addendum”) between Broker-Dealer and Company entirely replaces the RIA Addendum previously entered into between the parties dated November 15, 2024, and is hereby incorporated and made part of the Agreement. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Agreement. For purposes of the RIA Addendum, “Dual Registrant” means an entity that is registered with the SEC as both a broker-dealer and an investment adviser. This RIA Addendum shall be effective as of May 30, 2026. Whereas, pursuant to the Agreement, Broker Dealer, acting through its Registered Representatives, who are appointed as insurance agents of Company, is authorized to sell and service (i) Registered Contracts that are variable annuity(-ies) (each a “VA”), and (ii) Unregistered Contracts (each, a “FA”), and (iii) Contracts that are contingent deferred

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BDSA Addendum Contingent Deferred Annuities 10 2025 (CDA) 1 of 2 Addendum to Broker-Dealer Selling Agreement for Contingent Deferred Annuities This Addendum is made by and among Pruco Life Insurance Company (“Company”), Prudential Annuities Distributors, Inc. (“Distributor”), and LPL Enterprise, LLC ("Broker-Dealer") and hereby supplements that certain Broker-Dealer Selling Agreement to which Broker-Dealer, Company and Distributor are parties dated November 15, 2024 (“Agreement”). Capitalized terms used herein, but not defined herein, are used with the meanings given to them in the Agreement. This Addendum shall be effective as of May 30, 2026. WHEREAS, Broker-Dealer entered into the Agreement to solicit sales of annuities through its Registered Representatives who are appointed with Company; WHEREAS, Company has developed a fee-based (i.e., non-commissionable) Registered Contract that is designed to provide a level of longevity protection (each, a “CDA” and collectively, “CDAs”) to owners. CDAs are not supported by Accounts. Instead, CDAs are associated with assets held in accounts

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BDSA 1/2024 – Customized for LPL E 2 BROKER-DEALER SELLING AGREEMENT This Broker-Dealer Selling Agreement (“Agreement”) is made by and between LPL Enterprise, LLC ("Broker-Dealer") and Prudential Annuities Distributors, Inc. ("Distributor"), The Prudential Insurance Company of America (“PICA”), Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey. This Agreement shall be effective on November 15, 2024 (the “Effective Date”). This Agreement shall permit Broker-Dealer to solicit, sell and service Contracts (defined below) only through its registered representatives who are or will be under contract with, employed by, or are statutory employees of PICA (hereinafter, “Registered Representatives”). WHEREAS, the following definitions shall govern the terms of this Agreement: CERTAIN DEFINITIONS 1. 1933 Act - The Securities Act of 1933, as amended. 2. 1934 Act - The Securities Exchange Act of 1934, as amended. 3. 1940 Act - The Investment Company Act of 1940, as amended. 4. Accounts - Separate accounts established and maintained by the Company pursuant to the la

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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.

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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,

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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;

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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”).

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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;

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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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