Browse EX-10 agreements

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 10.17

FIRST AMENDMENT TO MINING CLAIMS AGREEMENT

This First Amendment (the “First Amendment”) to the Mining Claims Agreement (the “MCA”) is effective as of August 19*,* 2025 (the “Effective Date”), among CuMo Molybdenum Mining Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, Western Geoscience Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, and Thomas Evans, an unmarried individual, residing at 608 Front Street, Mina, Nevada, 89422 **(**collectively, **“SELLER”);**and Idaho Copper Corporation (“ICC”), a Nevada corporation, whose address is 800 W. Main St, Suite 1650, Boise, Idaho 83702, and Multi-Metals Development Corp, a British Columbia corporation (“MMD”), whose address is 630 Millbank, Vancouver, BC CanadaV5Z 4B7 (collectively referred to as “BUYER”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the MCA.

SELLER and BUYER are each referred to collectively as the “Parties.”

Recitals

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

AMENDED AND RESTATED PRE-FUNDED WARRANT TO

PURCHASE COMMON STOCK

Number of Shares: [  ]

(subject to adjustment)

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Exhibit 10.66

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2026 between Nuwellis, Inc., 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), 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:

ARTICLE I.

DEFINITIONS

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PARABILIS MEDICINES, Inc.

Executive Severance Plan

Purpose. Parabilis Medicines, Inc., a Delaware corporation (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”) recognizes, however, that, as is the case with many publicly-held corporations, the possibility of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 2 hereof), exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, the Board has determined that the Parabilis Medicines, Inc. Executive Severance Plan (the “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s Covered Executives (as defined in Section 2 hereof) to their assigned duties without distraction. Nothing in this Plan shall be const

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PARABILIS MEDICINES, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Parabilis Medicines, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

Administration

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PARABILIS MEDICINES, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Parabilis Medicines, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Parabilis Medicines, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (“Stock”). 1,110,000 shares of Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Stock reserved and available for issuance under the Plan shall automatically be cumulatively increased by the least of (i) 1,110,000 shares of Stock, (ii) one percent (1%) of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such number of shares of Stock as determined by the Administrator (as defined in Section 1).

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PARABILIS MEDICINES, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

sECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Parabilis Medicines, Inc. 2026 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Parabilis Medicines, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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PARABILIS MEDICINES, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Parabilis Medicines, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Parabilis Medicines, Inc., a Delaware corporation (the “Company”), and [•1] (“You”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to any confidentiality, assignment of invention, or restrictive covenant agreements between you and the Company and the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between you and the Company dated [•2] (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ you and you desire to continue to be employed by the Company on the new terms and conditions contained herein.

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Certain confidential information contained in this document, marked by [***], has been omitted

because the registrant has determined that the information (i) is not material and (ii) is the type

that the registrant treats as private or confidential.

AMENDMENT NO. 2 TO THE MARKETING AGENT AGREEMENT

This AMENDMENT No. 2 TO THE MARKETING AGENT AGREEMENT (the “Amendment”) dated as of April 23, 2026 (the “Effective Date”), is entered into by and between: (i) Foreside Fund Services, LLC, a Delaware limited liability company (“Foreside”); and (ii) Grayscale Investments Sponsors, LLC, acting in its capacity as sponsor (the “Sponsor”) of each entity listed on Exhibit A attached hereto (each, a “Trust”), as the same may be amended from time to time, (the “Parties”).

R E C I T A L S

WHEREAS, the Parties have entered into that certain Marketing Agent Agreement, dated as of October 22, 2025 (the “Original Agreement”);

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