Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

WHITEHAWK THERAPEUTICS, INC.,

AND

THE PURCHASERS

May 12, 2026

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TABLE OF CONTENTS

1.		Definitions					1
2.		Purchase and Sale of Common Stock					6
		2.1		Purchase and Sale			6
		2.2		Closing			6
3.		Representations and Warranties of the Company					7
		3.1		Organization and Power			7
		3.2		Capitalization			7
		3.3		Registration Rights			7
		3.4		Authorization			7
		3.5		Valid Issuance			8
		3.6		No Conflict			8
		3.7		Consents			9
		3.8		SEC Filings; Financial Statements			9
		3.9		Absence of Changes			9
		3.10		Absence of Litigation			10

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Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

First Amendment to the

LICENSE AGREEMENT FOR USE OF CATALENT IPSC LINES IN PRE-CLINICAL AND CLINICAL DEVELOPMENT, AND COMMERCIALISATION OF CELL THERAPIES

This First Amendment to the License Agreement for Use of Catalent IPSC Lines in Pre-Clinical and Clinical Development, and Commercialisation of Cell Therapies (this “Amendment”), made and entered into as of March [•], 2026 (this “Amendment”), is made by and between

Catalent Düsseldorf GmbH, [***]

(hereinafter “Catalent”)

and

Clade Therapeutics, Inc., [***]

(hereinafter “Customer”)

(Catalent and Customer hereinafter jointly the “Parties” or each being a “Party”)

Preamble

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AMENDMENT TO PROMISSORY NOTE

This Amendment (this “Amendment”) to certain Promissory Notes issued to Leading Group Limited or its registered assigns or successors in interest (the “Payee”) as a loan to Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Maker”): (i) the first dated as of May 28 2025, in the amount of $30,502.20 (the “Note 1”), and (ii) the second, dated as of August 19, 2025, in the amount of $711,619.15 (“Note****2”), is made and entered into effective as of May 6, 2026 (the “Effective Date”) by Maker and Payee, together referred to as the “Notes”. All capitalized terms not defined in this Amendment will have the meanings given to them in the Notes. Both Notes are identical as to the terms and conditions but for the Principal Amounts, as such term is reflected and defined by the respective Notes.

RECITALS

WHEREAS, Maker and Payee agreed to extend the maturity date of the Notes; and

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THIS 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.

PROMISSORY NOTE

Principal Amount: $196,919.23	Dated as of May 6, 2026

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FEDERAL HOME LOAN BANK OF DALLAS

2026 EXECUTIVE INCENTIVE PLAN

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FEDERAL HOME LOAN BANK OF DALLAS

2026 EXECUTIVE INCENTIVE PLAN

TABLE OF CONTENTS

												PAGE
Article I INTRODUCTION												1
Section 1.1						Purpose						1
Section 1.2						Effective Date						1
Section 1.3						Administration						1
Section 1.4						Supplements						1
Section 1.5						Definitions						1
Article II PARTICIPATION												2
Section 2.1						Eligibility and Participation.						2
Article III AWARDS												2

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Exhibit 10.7

THIS 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.

PROMISSORY NOTE

Principal Amount: $600,000		Dated as of January 21, 2026
		New York, New York

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Exhibit 10.6

Placement Units Purchase Agreement

[Insert date]

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

Ladies and Gentlemen:

Tidewise Acquisition Corporation (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned party hereby commits that it will purchase 203,750 units of the Company (“Private Units”) for a purchase price of $2,037,500 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Rights”), entitling the holder thereof to receive one-fifth

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Exhibit 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2026, by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [*]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an 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 (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

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LETTER AGREEMENT

[Insert date]

Tidewise Acquisition Corporation

26 Broadway Suite 934,

New York, NY 10004

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 Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Blue Diamond Securities of America LLC as representative of the several underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 (or up to 8,625,000 if the over-allotment option is exercised in part or in full) of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-fifth

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Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

April 30, 2026

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

RE: Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of [*] by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”) and Tidewise Capital Corporation*,* a British Virgin Islands business company with limited liability (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,354,167 Ordinary shares, $0.0001 par value per share (the “Shares”), up to 437,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

Purchase of Securities.

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AMENDMENT

dated as of May 1, 2026

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement, dated as of September 29, 2015 as amended or supplemented from time to time (“the “Agreement”)) and the parties have agreed to further amend the Agreement in accordance with the terms of this amendment (“Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

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AMENDMENT

dated as of June 1, 2021

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement dated as of September 29, 2015 (the “Agreement”) and the parties have agreed to amend the Agreement in accordance with the terms of this Amendment (the “Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

As used in the Agreement (including any Confirmation relating thereto), as amended by this Amendment, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereof”, “hereto” and other words of similar import, shall mean the Agreement as amended hereby, unless the context otherwise specifically requires.

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