Browse EX-10 agreements

December 1, 2024

*Electronic Mail; [***] *

Richard Ogawa

[***]

Re: Offer of Employment

Dear Richard:

On behalf of Blue Laser Fusion Inc. (the “Company”), I am pleased to offer you employment in the position of General Counsel, reporting to Shuji Nakamura. This letter sets out the terms of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to arbitration. Should you accept this offer, your employment will start on or around Monday, December 2, 2024 (the “Effective Date”).

1. Duties. You will be reporting to Shuji Nakamura. Your duties generally will be in the areas of regulatory, legal, and finance, but you may be assigned other duties as needed. Your normal work week is expected to be 20 hours per week.

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April 20, 2026

*Electronic Mail, [***] *

Vanessa Ann Truong

[***]

Re: Offer of Employment Vanessa Ann Truong

Dear Ann:

On behalf of Blue Laser Fusion Inc. (the “Company”), I am pleased to offer you employment in the position of Chief Accounting Officer, reporting to Shuji Nakamura, subject to reference and background checks. This letter sets out the terms of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to arbitration. Should you accept this offer, your employment will start on or around April 24th, 2026 (the “Effective Date”).

1. Duties. You will be reporting to Shuji Nakamura. Your duties generally will be in the areas of finance, accounting, and regulatory, but you may be assigned other duties as needed. Your normal work week is expected to be 20 hours per week.

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April 29, 2026

*Electronic Mail; snakamura@bluelaserfusion.com *

Shuji Nakamura

Re: Offer of Employment

Dear Shuji:

On behalf of Blue Laser Fusion Inc. (the “Company”), I am pleased to offer you employment in your position of CEO, reporting to the Board. This letter sets out the terms of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to arbitration. Should you accept this offer, your employment will start on or around Monday, May 4th, 2026 (the “Effective Date”).

1. Duties. You will be reporting to the Board. Your duties generally will be in the areas of leading, management, financing, technology and product, and all other aspects of business and operations, but you may be assigned other duties as needed.

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**FORM OF LOCK-UP AGREEMENT **

This LOCK-UP AGREEMENT (this “Agreement”) is made as of [    ], 2026, by and between the undersigned person or entity (the “Restricted Holder”) and Unite Acquisition 2 Corp.** **(to be renamed Blue Laser Fusion, Inc.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

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March 28th, 2024

*Electronic Mail, [***] *

Paul Rudy

[***]

Re: Offer of Employment Paul Rudy

Dear Paul:

On behalf of Blue Laser Fusion Inc. (the “Company”), I am pleased to offer you employment in the position of Vice President of Business and Strategic Alliances, reporting to Shuji Nakamura, subject to reference and background checks. This letter sets out the terms of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to arbitration. Should you accept this offer, your employment will start on or around Monday, April 1st, 2024 (the “Effective Date”).

1. Duties. You will be reporting to Shuji Nakamura. Your duties generally will be in the areas of business, including collaborations (e.g., public and private), alliances, fundraising, sales and marketing, and vendors, but you may be assigned other duties as needed. Your normal work week is expected to be 40 hours per week.

…

**FORM OF SUBSCRIPTION AGREEMENT **

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and **Unite Acquisition 2 Corp., **a Delaware corporation (to be renamed “Blue Laser Fusion, Inc.” upon consummation of the merger described below, the “Company”).

**R E C I T A L S **

A. The Company is offering a minimum of 909,090 Units (as defined below) of the Company’s securities, at a purchase price of $27.50 per Unit (the “Per Unit Purchase Price”), for an aggregate purchase price of $25,000,000 (the “Minimum Offering Amount”), and a maximum of 1,818,181 Units at the Per Unit Purchase Price, for an aggregate purchase price of $50,000,000 (the “Maximum Offering Amount”). Each “Unit” consists of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

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**BLUE LASER FUSION, INC. **

**2026 STOCK INCENTIVE PLAN **

(Adopted by the Board of Directors on September 4, 2026)

(Approved by the Stockholders on September 4, 2026)

Effective Date: September 4, 2026

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**TABLE OF CONTENTS **

				Page
SECTION 1.		ESTABLISHMENT AND PURPOSE		** **	1	** **

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***FORM OF REGISTRATION RIGHTS AGREEMENT ***

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [    ], 2026, among Unite Acquisition 2 Corp., a Delaware corporation (to be renamed Blue Laser Fusion, Inc. after the Merger (as defined below)) (the “Company”), the persons who have purchased the Units (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on the signature page hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section*** 1* below or in the Subscription Agreement (as defined below).

**RECITALS: **

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**FORM OF INDEMNITY AGREEMENT **

This Indemnity Agreement (the “Agreement”), dated as of [    ], 2026 is entered into by and among Unite Acquisition 2 Corp, a Delaware corporation (the “Parent”), Blue Laser Fusion Acquisition Co., a Delaware corporation (“Merger Sub” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).

W I T N E S S E T H

WHEREAS, Indemnitee is a director on the board of directors of the Parent (the “Board of Directors”) and/or an officer of the Parent, as well as a director and/or an officer of Merger Sub, and in such capacities is performing valuable services for the Parent; and

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CREDIT AGREEMENT

** **

THIS CREDIT AGREEMENT is made as of September 4, 2026 (the “Closing Date”), by and among Black Pearl Equities II LLC, a New York limited liability company (“Parent”), Tortuga Acquisition Sub Inc, a Utah corporation (“Merger Sub”), and, from and after the Effective Time, together with Selectis Health, Inc., a Utah corporation, as the surviving corporation of the Merger as provided in §2.5 (the “Surviving Corporation” and, collectively with the Parent and Merger Sub, the “Borrowers”), Milrose Capital, LLC, a Delaware limited liability company (“Milrose”) and SCG Experts Corp. (“SCG” and, together with Milrose, each a “Lender” and, collectively, “Lenders”), and Milrose, in its capacity as collateral agent for the Secured Parties, together with its successors in such capacity, the “Agent”.

R E C I T A L S

** **

WHEREAS, Merger Sub entered into a debt commitment letter with Lenders, dated as of June 17, 2026 (the “Commitment Letter”), in connection with the Merger Agreement; and

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EXECUTION VERSION

FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT

Dated as of September 8, 2026, among

XYLEM INC.,

THE LENDERS NAMED HEREIN,

CITIBANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent and

ING CAPITAL LLC,

as Sustainability Structuring Agent

BNP PARIBAS, and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Documentation Agents

CITIBANK, N.A.,

BNP PARIBAS SECURITIES CORP.,

ING BANK N.V., DUBLIN BRANCH,

JPMORGAN CHASE BANK, N.A., and

WELLS FARGO SECURITIES, LLC,

as Lead Arrangers and Joint Bookrunners

#103105629v7    

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TABLE OF CONTENTS

Page

Section 1.01.Defined Terms1

Section 1.02.Terms Generally; Interpretive Provisions31

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