Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor with 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”).

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between RMG ML Sports Holdings, 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. 333293853) (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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (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 [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings Sponsor 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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 210,000 private placement units (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (each, a “**Private

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[●], 2026

RMG ML Sports Holdings

930 Tahoe Blvd STE 802 PMB 45

Incline Village, NV 89451

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 RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination (each, a “Share Right”).

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Exhibit 10.4 THIS IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE WARRANT AGENT AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THE WARRANT(S) REPRESENTED BY THIS GLOBAL CERTIFICATE FOR ALL PURPOSES. UNLESS THIS GLOBAL CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THE WARRANT(S) REPRESENTED BY THIS GLOBAL CERTIFICATE WILL BE LIMITED TO TRANSFERS I

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Exhibit 10.6 THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. FORM OF PREFUNDED WARRANT TO PURCHASE COMMON STOCK GOSSAMER BIO, INC. Number of Shares: [  ] (subject to adjustment) Warrant No. [  ] Original Issue Date: [  ] Gossamer Bio, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registere

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Exhibit 10.2 [FORM OF] GLOBAL INTERCOMPANY NOTE Dated: [___], [___] FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower (each, in such capacity, a “Payor”) from time to time from any Person from time to time signatory hereto (each, in such capacity, a “Payee”), hereby promises to pay on demand to such Person, in lawful money as may be agreed upon from time to time by the relevant Payor and Payee, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other Indebtedness now or hereafter owing by such Payor to such Payee as shown either on Schedule A attached hereto, as may be updated from time to time (and any continuation thereof), or in the books and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder. Capitalized terms used in this note (this “Global Intercompany Note”) but not otherwise defined herein

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Exhibit 10.3 Gossamer Bio, Inc. and Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent WARRANT AGREEMENT Dated as of June 4, 2026

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• i - Table of Contents Page Section 1. Definitions...................................................................................................................1 Section 2. Rules of Construction ...............................................................................................11 Section 3. The Warrants .............................................................................................................11 (a) Original Issuance of Warrants ...............................................................................11 (b) Additional Warrants ...............................................................................................11 (c) Form, Dating and Denominations ..........................................................................12 (d) Execution, Countersignature and Delivery ............................................................12 (e) Method of Payment .........................

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Exhibit 10.7 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 18, 2026, is entered into by and between Gossamer Bio, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Noteholder”). The Noteholder is a beneficial owner or investment advisor, sub-advisor or manager of funds and/or accounts that are holders or beneficial holders of the Company’s 5.00% convertible senior notes due 2027 (the “Existing 2027 Notes”) issued pursuant to that certain Indenture, dated as of May 21, 2020, and a first supplemental indenture, dated as of May 21, 2020, each between the Company, as issuer, and Wilmington Trust, National Association, as trustee. Each of the Company and the Noteholder are referred to herein individually as a “Party” and collectively as the “Parties”. WHEREAS, the Company will be conducting an exchange of the Existing 2027 Notes for (i) new 7.50% convertible senior secured first lien notes of the Company due 2030 (the “New First Lien Convertible Notes”), (ii) new shares of common stock of the Company (the “Common S

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Exhibit 10.5 THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of June 4, 2026 (the “Effective Date”), is entered into by and between Gossamer Bio, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee under the Indenture (the “Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (as defined below). RECITALS WHEREAS, the Company and the Trustee are parties to an indenture, dated as of May 21, 2020, as amended and supplemented by a first supplemental indenture (the “First Supplemental Indenture”), dated as of May 21, 2020 (collectively, the “Original Indenture” and, as amended by this Second Supplemental Indenture, the “Indenture”), which Indenture governs the 5.00% Convertible Senior Notes due 2027 issued by the Company (the “2027 Notes”) under and in accordance with the provisions of the Indenture; WHEREAS, Sections 8.02 and 8.06 of the First Supplemental Indenture provide that the Company and the Trustee may enter into a supp

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Exhibit 10.1 GOSSAMER BIO, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of June 4, 2026 Senior Secured First Lien Convertible Notes due 2030

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i TABLE OF CONTENTS Page Article 1. Definitions .......................................................................................................................1 Section 1.01 Definitions..............................................................................................1 Section 1.02 References to Interest ...........................................................................30 Article 2. Issue, Description, Execution, Registration and Exchange of Notes .............................31 Section 2.01 Designation and Amount .....................................................................31 Section 2.02 Form of Notes ......................................................................................31 Section 2.03 Date and Denomination of Notes; Payments of Inte

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $125,190.00 THE ORIGINAL ISSUE DISCOUNT IS $18,190.00

Principal Amount: $125,190.00 Issue Date: December 17, 2025 Purchase Price: $107,000.00

PROMISSORY NOTE

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