Browse EX-10 agreements

BITGO

CUSTODIAL SERVICES AGREEMENT

This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between:

7RCC Spot Bitcoin and Carbon Credit Futures ETF	(“CLIENT”)
a Delaware	Fund

This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client.

Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning set forth below:

	a)	“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. “Control” means the direct or indirect ownership of more than 50% of the voting securities or voting interests of a Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of equity interests, or by contract. A Person will be deemed an Affiliate only for so long as such control exists.

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 13, 2026, by and between GSR V Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jody Sitkoski (the “Indemnitee”).

RECITALS

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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EXECUTION VERSION

PURCHASE AND SALE OF SECURITIES AGREEMENT

This Purchase and Sale of Securities Agreement (this “Agreement”) is made and entered into as of May 22, 2026 (the “Effective Date”), by and among All In FutureTech Alliance, Inc., a Delaware corporation (“Purchaser”), and Yellow River Fiber Optic Ltd, a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands, with registration number NS-2800000 (“Seller“).

Recitals

WHEREAS, Seller owns in the record and beneficially 2,312 ordinary shares (“Subject Shares“) of HyalRoute Communication Group Limited, a Cayman Islands exempted limited liability company (the “Company”), representing 0.86% of the total issued and outstanding equity interests of the Company on a fully diluted basis.

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from the Seller, the Subject Shares, subject to the terms and conditions of this Agreement.

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EXECUTION VERSION

PURCHASE AND SALE OF SECURITIES AGREEMENT

This Purchase and Sale of Securities Agreement (this “Agreement”) is made and entered into as of May 22 , 2026 (the “Effective Date”), by and among All In FutureTech Alliance, Inc., a Delaware corporation (“Purchaser”), and Fair Cheerful Limited, a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands, with registration number 1961726 (“Seller”).

Recitals

WHEREAS, Seller owns in the record and beneficially 35,459 ordinary shares (“Subject Shares”) of HyalRoute Communication Group Limited, a Cayman Islands exempted limited liability company (the “Company”), representing 13.26% of the total issued and outstanding equity interests of the Company on a fully diluted basis.

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from the Seller, the Subject Shares, subject to the terms and conditions of this Agreement.

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DEBT-TO-EQUITY RIGHTS PURCHASE AGREEMENT

This **Debt-to-Equity Rights Purchase Agreement (**this “Agreement”) is made and entered into as of May 22, 2026 (the “Effective Date”), by and among:

All In FutureTech Alliance, Inc., a company duly incorporated and validly existing under the laws of the State of Delaware (“Buyer”),

Rainman Network Ltd. (formerly known as China Rainman Network Ltd.), a British Virgin Islands company (“Seller”),

Dece Capital Limited, a limited liability company registered under the laws of Hong Kong (Hong Kong registration number: 76604896) (“Dece”).

Buyer, Seller and Dece are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among CPRO Holding Limited, a Cayman Islands exempted company (“Purchaser”), RedOne Investment Limited, a British Virgin Islands business company (the “Sponsor”), and the undersigned (together with the Sponsor, the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

BACKGROUND

A. Lakeshore Acquisition III Corp., a Cayman Islands exempted company (“Parent”), Purchaser, LCCC Merger Sub Inc., a British Virgin Islands business company and wholly-owned subsidiary of Parent (“Merger Sub”), and CPRO Electronics Holding Limited, a British Virgin Islands business company (the “Company”) entered into a Merger Agreement dated as of May 22, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”).

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FORM OF AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among CPRO Holding Limited, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Company entered into that certain Merger Agreement, dated as of May 22, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Lakeshore Acquisition III Corp., a Cayman Islands exempted company (“Parent”), CPRO Electronics Holding Limited, a British Virgin Islands business company (“CPRO”), and LCCC Merger Sub Inc., a British Virgin Islands business company and a wholly-owned Subsidiary of Parent (“Merger Sub”), to effect the consummation of a business combination with CPRO (the “Business Combination”);

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VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 22, 2026 by and among Lakeshore Acquisition III Corp., a Cayman Islands exempted company (“Parent”); CPRO Holding Limited, a Cayman Islands exempted company (“Purchaser”); CPRO Electronics Holding Limited, a British Virgin Islands business company (the “Company”); and the shareholders of the Company listed in the column titled “Supporting Shareholders” in Schedule A attached hereto (the “Supporting Shareholders”).

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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EXECUTION VERSION

PURCHASE AND SALE OF SECURITIES AGREEMENT

This Purchase and Sale of Securities Agreement (this “Agreement”) is made and entered into as of May 22, 2026 (the “Effective Date”), by and among All In FutureTech Alliance, Inc., a Delaware corporation (“Purchaser”), and Yellow River Fiber Optic Ltd, a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands, with registration number NS-2800000 (“Seller“).

Recitals

WHEREAS, Seller owns in the record and beneficially 2,312 ordinary shares (“Subject Shares“) of HyalRoute Communication Group Limited, a Cayman Islands exempted limited liability company (the “Company”), representing 0.86% of the total issued and outstanding equity interests of the Company on a fully diluted basis.

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from the Seller, the Subject Shares, subject to the terms and conditions of this Agreement.

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EXECUTION VERSION

PURCHASE AND SALE OF SECURITIES AGREEMENT

This Purchase and Sale of Securities Agreement (this “Agreement”) is made and entered into as of May 22 , 2026 (the “Effective Date”), by and among All In FutureTech Alliance, Inc., a Delaware corporation (“Purchaser”), and Fair Cheerful Limited, a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands, with registration number 1961726 (“Seller”).

Recitals

WHEREAS, Seller owns in the record and beneficially 35,459 ordinary shares (“Subject Shares”) of HyalRoute Communication Group Limited, a Cayman Islands exempted limited liability company (the “Company”), representing 13.26% of the total issued and outstanding equity interests of the Company on a fully diluted basis.

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from the Seller, the Subject Shares, subject to the terms and conditions of this Agreement.

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DEBT-TO-EQUITY RIGHTS PURCHASE AGREEMENT

This **Debt-to-Equity Rights Purchase Agreement (**this “Agreement”) is made and entered into as of May 22, 2026 (the “Effective Date”), by and among:

All In FutureTech Alliance, Inc., a company duly incorporated and validly existing under the laws of the State of Delaware (“Buyer”),

Rainman Network Ltd. (formerly known as China Rainman Network Ltd.), a British Virgin Islands company (“Seller”),

Dece Capital Limited, a limited liability company registered under the laws of Hong Kong (Hong Kong registration number: 76604896) (“Dece”).

Buyer, Seller and Dece are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of [ • ], 2026, between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Stephen Pilatzke (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Accounting Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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