Browse EX-10 agreements

CONFIDENTIAL

**SHARE ISSUANCE AGREEMENT **

*(Shares issued outside the Company’s equity incentive plans) *

Name of Recipient:

Number of Shares:

Issuance Date:

This Share Issuance Agreement (this “Agreement”) is entered into as of the Issuance Date set forth above by and among: (i) Enhanced Group Inc., a Texas corporation listed on the New York Stock Exchange (the “Company”); (ii) Enhanced US LLC, a subsidiary of the Company (“Enhanced US”); [and] (iii) **(the “Service Provider”)]; and (iv) the recipient named above (the “Recipient”). Each of the foregoing is a “Party” and together they are the “Parties”.

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Haymaker Sponsor V 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-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Or

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2026, by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), and William Blair & Company, L.L.C., a Delaware limited liability company (“William Blair”) and Roth Capital Partners, LLC, a California limited liability company (“Roth” and together with Cantor and William Blair, the “Subscribers” and each, a “Subscriber”).

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[•], 2026

Haymaker Acquisition Corp V

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

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 among Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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-fourth of one redeemable warrant (each whole warrant, a “**

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**FORM OF INDEMNITY AGREEMENT **

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Haymaker Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

**RECITALS **

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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**Haymaker Acquisition Corp V **

**515 North Flagler Drive **

**Suite 350 **

**West Palm Beach, FL 33401 **

[ ], 2026

Mistral Capital Management LLC

501 Madison Avenue, Floor 5

New York, NY 10022

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Haymaker Acquisition Corp V (the “Company”) and Mistral Capital Management LLC (“Mistral”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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**HAYMAKER MEDICI ACQUISITION CORP. **

324 Royal Palm Way, Suite 300-I

Palm Beach, Florida 33480

December 28, 2025

Haymaker Medici Sponsor, LLC

324 Royal Palm Way, Suite 300-I

Palm Beach, Florida 33480

RE: Securities Subscription Agreement

Ladies and Gentlemen:

Haymaker Medici Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Haymaker Medici Sponsor, LLC, a Delaware limited liability company (the “ Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Company’s Class B ordinary shares, US$0.0001 par value per share (the “Class****** B Ordinary Shares**”) and the Company’s Class A ordi

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2026, is made and entered into by and among Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), Haymaker Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), a New York general partnership, William Blair & Company, L.L.C., a Delaware limited liability company (“William Blair”), and Roth Capital Partners, LLC, a California limited liability company (“Roth”*** and, together with Cantor and William Blair, the “Underwriter Holders”) (the Sponsor and the Underwriter Holders together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2* of this Agreement, a “Holder” and collectively the “Holders”).

**RECITALS **

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Haymaker Acquisition Corp V, 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 units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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;

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THIS PROMISSORY NOTE (“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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

**PROMISSORY NOTE **

Principal Amount: Up to $400,000		Dated as of December 28, 2025
		New York, New York

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**Haymaker Acquisition Corp V **

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

_____, 2026

Forest Crest Holdings LLC

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

Re: Advisory Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Haymaker Acquisition Corp V (the “Company”) and Forest Crest Holdings LLC (“FCH”), dated as of the date hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the “Closing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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COMMON STOCK PURCHASE AGREEMENT

Dated as of August 21, 2026

by and between

SERINA THERAPEUTICS, INC.

and

ROTH PRINCIPAL INVESTMENTS, LLC

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