Browse EX-10 agreements

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 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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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of September, 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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**Haymaker Acquisition Corp V **

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

September 16, 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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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 16, 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. 333-298544) (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-third 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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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 16, 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-third 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

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**Haymaker Acquisition Corp V **

**515 North Flagler Drive **

**Suite 350 **

**West Palm Beach, FL 33401 **

September 16, 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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FIRST AMENDMENT TO SENIOR SECURED RevolvingCREDIT AGREEMENT

This FIRST AMENDMENT TO SENIOR SECURED RevolvingCREDIT AGREEMENT, dated as of September 17, 2026 (this “Amendment”), is entered into among FORTRESS PRIVATE LENDING FUND (the “Borrower”), the LENDERS party hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent (in such capacity, the “Administrative Agent”) and, solely with respect to Section 5.11 herein, as Collateral Agent (in such capacity, the "Collateral Agent").

RECITALS

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Senior Secured Revolving Credit Agreement dated as of August 5, 2025 (the “Existing Credit Agreement” and as amended by this First Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders extended certain commitments and made certain loans to the Borrower; and

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TECHNOLOGY LICENSE AGREEMENT

by and between

** **

TESSERA DEFENSE AND HOMELAND SECURITY INC.

(formerly BiomX Inc.)

and

** **

M.E.A. TESTING SYSTEMS LTD.

Dated as of September 16, 2026

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (this “Agreement”) is entered into as of September 16, 2026 (the “Effective Date”), by and between Tessera Defense and Homeland Security Inc., a Delaware corporation formerly named BiomX Inc. (“Tessera”), and M.E.A. Testing Systems Ltd., an Israeli private company, registration number 512558669 (“MEA” or the “Licensor”). Tessera and the Licensor are each a “Party” and together the “Parties.”

RECITALS

A. Tessera, Mayers Ventures LLC and the other parties thereto entered into a Share Purchase and Option Agreement dated August 5, 2026, as amended by Amendment No. 1 dated September 16, 2026 (as amended, the “SPA”), providing for, among other things, the acquisition by Tessera of an equity interest in MEA.

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AMENDMENT NO. 1

TO SHARE PURCHASE AND OPTION AGREEMENT

(M.E.A. Testing Systems Ltd. Equity)

This Amendment No. 1 (this “Amendment”) is made as of September 16, 2026 between Tessera Defense and Homeland Security Inc., a Delaware corporation formerly named BiomX Inc. (NYSE American: HLSQ) (the “Purchaser” or “Tessera”), and Mayers Ventures LLC (the “Seller”), and amends the Share Purchase and Option Agreement dated August 5, 2026 between the Purchaser and the Seller (the “Agreement”). Capitalized terms used and not defined in this Amendment have the meanings given in the Agreement.

RECITALS

A. The Agreement provides for the purchase by the Purchaser of 324,573 shares of M.E.A. Testing Systems Ltd. (the “Company”), representing 10% of the Company’s share capital on a Fully Diluted Basis, for a cash payment of $50,000 and 1,300,000 restricted shares of the Purchaser’s common stock, and for the grant of the Control Option.

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STOCK PURCHASE AGREEMENT

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This Stock Purchase Agreement (this “Agreement”) is dated as of September 17, 2026, between Calidi Biotherapeutics, 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 of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, shares of Common Stock 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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Execution

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SERIES 2026-3 ACCOUNT CONTROL AGREEMENT

among

VERIZON MASTER TRUST,
as Grantor

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Secured Party

and

U.S. BANK NATIONAL ASSOCIATION,
as Financial Institution

Dated as of September 22, 2026

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TABLE OF CONTENTS

Page

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1	Usage and Definitions	1
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		1

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To:		Halozyme Therapeutics, Inc. 12390 El Camino Real San Diego, CA 92130
From:		[ ⚫ ]
Re:		[Base][Additional] Capped Call Transaction
Ref. No:		[ ⚫ ]1

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