Browse EX-10 agreements

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”).

WHEREAS, the Company desires to sell to the Subscribers on a private placement basis (the “Offering”) an aggregate of 1,333,333 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.50 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in connection with the initial public offering (the “IPO”) of the Company’s units (the “Units”), as amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth

…

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 Ordinary Share at an exercise price of $11.50 per Share.

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 *

Section****** 1 Authorization, Purchase and Sale; Terms of the Private Placement Warrants**.

…

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

WHEREAS, the Company has 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 937,500 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

…

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;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the underwriters (the “Underwriters”) named therein;

…

[•], 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 “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-[•]) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on the New York Stock Exchange. Certain

…

FIRST AMENDMENT TO THE

EQUITY PURCHASE AGREEMENT

** **

This first amendment (this “Amendment”) to the Agreement (as defined below) is entered into as of August 21, 2026 (the “Effective Date”), by and between Change Agents Corporation, a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS the Parties entered into an equity purchase agreement on or around July 22, 2026 (the “Agreement”); and

WHEREAS, the Parties now desire to amend the Agreement;

** **

NOW, THEREFORE, the Parties hereto agree as follows:

	1.	Applicable Trading Amount. The definition of “Applicable Trading Amount” in Section 1.1 of the Agreement shall be replaced by the following:

“Applicable Trading Amount” shall mean the following:

…

PLACEMENT AGENCY AGREEMENT

August 20, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Singularity Future Technology Ltd., a Virginia corporation (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of the Company’s common stock, without par value (“Common Stock”), and/or pre-funded warrants (collectively, the “Securities”). For the avoidance of doubt, this Agreement shall not apply to the Company’s offerings of Securities in private placements pursuant to any exemptions from the registration requirements of the Securities Act of 1933, as amended, not involving any placement agent or underwriter. The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to mean that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placements. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placements, including but not limited to the Purchase Agreement (as

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2026, between Singularity Future Technology Ltd., a Virginia 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.

WHEREAS, the Company and the Purchaser previously entered into that certain Securities Purchase Agreement, dated as of August 18, 2026 (the “Prior Purchase Agreement”), which provided for certain additional closings following the initial closing thereunder (the “Additional Closing Provision”), and the parties hereto have agreed to terminate the Additional Closing Provision and any rights and obligations of the parties thereunder.

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

…

PLACEMENT AGENCY AGREEMENT

August 18, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Singularity Future Technology Ltd., a Virginia corporation (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of the Company’s common stock, without par value (“Common Stock”), and warrants (collectively, the “Securities”). For the avoidance of doubt, this Agreement shall not apply to the Company’s offerings of Securities in private placements pursuant to any exemptions from the registration requirements of the Securities Act of 1933, as amended, not involving any placement agent or underwriter. The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to mean that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placements. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placements, including but not limited to the Purchase Agreement (as defined

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2026, between Singularity Future Technology Ltd., a Virginia 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

1.1  Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

“Additional Closing” shall have the meaning ascribed to such term in Section 2.4.

…

***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10) AND REPLACED WITH [***]. SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. ***

License Agreement

This Agreement is entered into with effect as of the Effective Date (as defined below)

by and between

F. Hoffmann-La Roche Ltd

with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“Roche Basel”)

and

Hoffmann-La Roche Inc.

with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”),

on the one hand,

and

OHB Pediatrics Ltd. a UK private limited company organized under the laws of England and Wales with a registered office at 3rd floor, 1 Ashley Road, WA14 2DT, Altrincham, United Kingdom (“Company”)

and

Oak Hill Bio Ltd. a UK private limited company organized under the laws of England and Wales with a registered office at 3rd floor, 1 Ashley Road, WA14 2DT, Altrincham, United Kingdom (“OHB Parent”) (solely for purposes of Section 19.5),

on the other hand.

---

…

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Serina Therapeutics, Inc., a Delaware corporation (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

B. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

** **

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:

1. Definitions.

…