Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2025 is made and entered into by and among D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), MFH 1, LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

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SUBSCRIPTION AGREEMENT

 

TO:

The Directors of D. Boral ARC Acquisition I Corp. (the “Company”).

 

We hereby subscribe for 12,321,429 Class B ordinary shares of the Company (the “Shares”). In consideration for the issue of the Shares, we hereby agree and undertake to pay $25,000 to the Company.

 

We agree to accept the Shares subject to the Memorandum and Articles of Association of the Company and we authorize you to enter the following name and address in the register of members of the Company:

 

Name:

MFH 1, LLC

Address:

10 E. 53rd St. Suite 3001 New York, NY 10022

 

MFH 1, LLC

 

Signed: 

/s/ John Darwin

 

Name: 

John Darwin

 

Dated: 

March 25, 2025

 

 

Accepted:

 

 

 

D. BORAL ARC ACQUISITION I CORP.

 

 

 

Signed: 

/s/ David Boral

 

Name: 

David Boral

 

Title: 

Chief Executive Officer

 

Dated: 

March 25, 2025

INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2025, by and between D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), and the undersigned (“Indemnitee”).

 

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 30, 2025 by and between D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), and Odyssey Transfer and Trust Company, a corporation organized under the laws of Minnesota (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-286810) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, 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 (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;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 30, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), and MFH 1, LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 200,000 pri

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D. BORAL ARC ACQUISITION I CORP.

10 E. 53rd Street

Suite 3001

New York, NY 10022

 

July 30, 2025

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter of agreement by and between D. Boral ARC Acquisition I Corp. (the “Company”) and the Company’s sponsor, MFH 1, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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THIS CONVERTIBLE NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERTIBLE NOTE

 

Principal Amount: Up to $300,000

 

Dated as of May 4, 2026

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

PLATFORM OPTION AGREEMENT

THIS PLATFORM OPTION AGREEMENT (“Agreement”) is entered into and effective as of October 16, 2025 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parasa Holding LLC, a Delaware limited liability company (“Parasa”), and Korsana Biosciences, Inc., a Delaware corporation (“Korsana”). Paragon, Parasa and Korsana are also referred to herein individually as a “Party”, or collectively as the “Parties.”

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

BIOLOGICS MASTER SERVICES AGREEMENT

This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of December 12, 2024 (the “Effective Date”) and is between KORSA Biosciences, Inc., a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”

 

A.

Client discovers and develops biologics.

 

B.

Provider coordinates the biologics development and manufacturing services, including those provided by certain affiliated operating companies.

 

C.

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT

THIS AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT (“Amendment”), effective as of March 2, 2026 (the “Amendment Effective Date”), is entered into and made by and between WuXi Biologics Ireland Limited, having an address at Dundalk Science & Technology Park, Mullagharlin, Dundalk, Co Louth A91 X56F, Ireland (“WuXi Biologics”), and Korsana Biosciences, Inc., having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

ANTIBODY DISCOVERY AND OPTION AGREEMENT

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of September 5, 2025 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parasa Holding LLC, a Delaware limited liability company (“Parasa”) and Korsa Biosciences, Inc., a Delaware corporation (“Korsa”). Paragon, Parasa and Korsa are also referred to herein individually as a “Party”, or collectively as the “Parties.”

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

CELL LINE LICENSE AGREEMENT

This Cell Line License Agreement (“Agreement”), effective as of December 2, 2024 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics Ireland Limited, having an address at Dundalk Science & Technology Park, Mullagharlin, Dundalk, Co Louth A91 X56F, Ireland (collectively, “WuXi Biologics”) and KORSA Biosciences, Inc. a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

The Parties agree as follows:

 

1.

Definitions

 

 

1.1

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