Browse EX-10 agreements

Exhibit 10.8 

EXHIBIT A
TO
NOTE PURCHASE AGREEMENT

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SECURED PROMISSORY NOTE

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.

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SECURED PROMISSORY NOTE

$2,000,000.00	September 10, 2026

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SECURED NOTE

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.

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SECURED PROMISSORY NOTE

$28,575,808.00	September 4, 2026

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EXHIBIT A
TO
NOTE PURCHASE AGREEMENT

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SECURED PROMISSORY NOTE

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.

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SECURED PROMISSORY NOTE

$3,000,000.00	September 4, 2026

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FORM OF

NOTE PURCHASE AGREEMENT

MONTANA GOLDFIELDS, INC.

This Note Purchase Agreement (this “Agreement”) is entered into as of September __, 2026 (the “Effective Date”), by and between Montana Goldfields, Inc., a Delaware corporation (the “Company”), and Silver Bow Mining Corp., a British Columbia Corporation (“Investor”).

RECITALS

WHEREAS, the Company desires to obtain financing through the issuance and sale of secured promissory note to fund operating expenses and the advancement of the Company’s Diamond Hill Mine (as defined below), the Golden Dream Project and certain other projects owned by the Company’s wholly-owned subsidiary Elkhorn Goldfields LLC;

WHEREAS, the Investor desires to purchase secured promissory note from the Company upon the terms and conditions set forth herein; and

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

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SECURITY AND PLEDGE AGREEMENT

THIS SECURITY AND PLEDGE AGREEMENT (as amended, restated, supplemented, or otherwise modified, this “Agreement”) is made and entered as of September 4, 2026 by MONTANA GOLDFIELDS, INC. (“Pledgor”), for the benefit of **SILVER BOW MINING CORP. **(“Lender”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Note (as defined below).

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W I T N E S S E T H:

WHEREAS, Pledgor and Lender are parties to that certain Secured Promissory Note dated as of September 4, 2026 in the original principal amount of $28,575,808.00 (the “Note”);

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SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT is dated as of September 4 , 2026 (this “Agreement”), by and among each stockholder of Montana Goldfields, Inc., a Delaware corporation (the “Company”), set forth on Exhibit A hereto (each a “Holder” and collectively the “Holders”), Silver Bow Mining Corp., a British Columbia corporation (“Parent”), and Silver Bow Tunnels Corp., a Montana corporation and a wholly-owned subsidiary of Parent (“SBTC”).

RECITALS

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MORTGAGE

APNs:

When Recorded Return To:

Dorsey & Whitney LLP
Attn: Jason K. Brenkert
1400 Wewatta Street, Suite 400
Denver, Colorado 80202

Recorder’s Use

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MORTGAGE, SECURITY AGREEMENT AND FIXTURE
FINANCING STATEMENT

(With Assignment of Rents)

THIS DOCUMENT IS ALSO TO BE FILED AS A FIXTURE FILING IN THE REAL ESTATE RECORDS OF JEFFERSON COUNTY, MONTANA AND CONSTITUTES A FIXTURE FILING. INFORMATION CONCERNING THE DEBTOR AND THE PROPERTY COVERED BY THIS FILING ARE CONTAINED HEREIN.

A power of sale has been granted in this Instrument. a power of sale may allow Mortgagee to take the Collateral and sell it without going to court in a foreclosure action.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 8, 2026 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the parties listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Purchasers”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.

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P3 HEALTH PARTNERS INC.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 8, 2026 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit Ahereto (the “Schedule of Purchasers”). Such persons are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Purchaser hereby, severally and not jointly, agree as follows:

SECTION 1.         AUTHORIZATION OF SALE OF UNITS.

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FOURTH AMENDED AND RESTATED LETTER AGREEMENT

This FOURTH AMENDED AND RESTATED LETTER AGREEMENT (this “Agreement”) is entered into as of September 8, 2026 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”), Chicago Pacific Founders GP IV, L.P., a Delaware limited partnership (“CPF GP IV”, collectively with CPF GP I and CPF GP III, “CPF”) (in the case of each of CPF GP I, CPF GP III and CPF GP IV, on behalf of itself and all other CPF Parties (as defined below)).

WHEREAS, the Company, CPF GP I and CPF GP III are parties to that certain Letter Agreement, dated as of April 6, 2023, as amended on May 24, 2024, December 12, 2024, and April 23, 2026 (the “Original Letter Agreement”);

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THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXCEPTIONS SPECIFIED HEREIN, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Warrant No. [__]					Date of Issuance: [__]

P3 HEALTH PARTNERS INC.

Class A Common Stock Purchase Warrant

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September 8, 2026

Mark Vignola

[***]

[***]

Email: [***]

Re: Offer of Employment

Dear Mark:

On behalf of Korsana Biosciences, Inc. (f/k/a Cyclerion Therapeutics, Inc., the “Company”), I am very pleased to offer you continued employment as Chief Financial Officer (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the March 5, 2026 letter agreement between you and Korsana Biosciences Operating Company, LLC (f/k/a Korsana Biosciences, Inc., “OpCo”), provided you accept such offer as indicated by your signature below, effective as of the consummation of the Company’s acquisition of OpCo (the “Effective Date”). You will be employed by OpCo, a subsidiary of the Company, and references to the Company with respect to your employing entity shall include OpCo.

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