Browse EX-10 agreements

**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Frazier Life Sciences Holdings II, LLC, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 300,000 Shares (the “Private Placement Shares”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

*AGREEMENT *

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***INVESTMENT MANAGEMENT TRUST AGREEMENT ***

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2026 by and between Frazier Life Sciences Acquisition Corp. II, 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. 333-[_] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) (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; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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ENHANCED GROUP INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Effective May 8, 2026

1. Purpose

The purpose of this Non-Employee Director Compensation Program (the “Program”) is to establish the compensation payable by Enhanced Group Inc. (the “Company”) to members of the Company's Board of Directors (the “Board”) who are not employees of the Company or any of its subsidiaries (each, a “Non-Employee Director”) for their service on the Board and its committees.

The Program is intended to provide compensation that is competitive with market practices for companies of comparable size and profile and to support the Company's ability to attract and retain qualified directors.

2. Eligibility

Each Non-Employee Director shall be eligible to receive the compensation described in this Program for service as a member of the Board and, as applicable, for service on Board committees or in a Board leadership position.

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[FORM OF SENIOR CONVERTIBLE NOTE]

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**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE 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 (I) 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 19(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 23, 2026, between Greenland Mines Ltd., a Delaware Corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Section 1.

DEFINITIONS

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September 22, 2026

DECOY THERAPEUTICS INC.

Holder of Milestone Warrants to Purchase Common Stock or Pre-Funded Warrants

Re: Inducement Offer to Exercise Certain Milestone Warrants to Purchase Common Stock or Pre-Funded Warrants

Dear Holder:

Decoy Therapeutics Inc., a Delaware corporation (the “Company”), is pleased to offer to you (the “Holder”) the opportunity to exercise the Series B Milestone Warrant issued to the Holder on June 29, 2026 to purchase shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), with a current exercise price of $5.91 per share (the “Existing Warrant,” and the shares underlying the Existing Warrant, the “Warrant Shares”), in the amount set forth on the signature page to this letter. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Existing Warrant.

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TRANSITION AND SEPARATION AGREEMENT

THIS TRANSITION AND SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of September 23, 2026 (the “Effective Date”) by and between TransUnion, a Delaware corporation (the “Company”), and Todd M. Cello (“Executive”):

WHEREAS, Executive serves as the Company’s Executive Vice President, Chief Financial Officer;

WHEREAS, Executive has notified the Company of his intent to resign as the Company’s Executive Vice President, Chief Financial Officer; and

WHEREAS, the Company and Executive desire to set forth the terms and conditions associated with Executive’s separation and his agreement to assist with the resulting transition.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Company and Executive agree as follows:

1. Employment Period.

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ONEMEDNET CORPORATION

AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

(amended and restated effective September 18, 2026)

1. Purpose. The purpose of the OneMedNet Corporation Amended and Restated 2022 Equity Incentive Plan (the “Plan”) is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby Directors, officers, Employees, and Consultants (and prospective Directors, officers, Employees, and Consultants) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

2. Definitions. The following definitions shall be applicable throughout the Plan:

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EXECUTION VERSION AMENDMENT NO. 2 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of September 18, 2026 (this “Amendment”), among CL LSF SPV I, LLC, as borrower (the “Borrower”), CRESTLINE LENDING SOLUTIONS, LLC, as servicer (the “Servicer”), DEUTSCHE BANK AG, NEW YORK BRANCH, as lender (the “Lender”), each of WESTERN ALLIANCE BANK, EAST WEST BANK and APPLE BANK, as joining lenders (collectively, the “Joining Lenders” and each, a “Joining Lender” and, collectively with the Lender, the “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, as facility agent (in such capacity, the “Facility Agent”), and STATE STREET BANK AND TRUST COMPANY, as collateral agent (in such capacity, the “Collateral Agent”) and as collateral custodian (in such capacity, the “Collateral Custodian”). WHEREAS, the Borrower, the Servicer, the Facility Agent, the Lender, the Collateral Agent and the Collateral Custodian are party to the Loan Financing and Servicing Agreement, dated as of September 19, 2025 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), by and among the Borrower, the

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Execution Copy

AMENDMENT NO. 1

AMENDMENT NO. 1, dated as of September 23, 2026 (this “Amendment”), by and among QuidelOrtho Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, the L/C Issuers party hereto, and Bank of America, N.A., as the Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as Swing Line Lender.

RECITALS:

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