Side Letter to Purchase Agreement September 24, 2025‎

Exhibit 10.12

EXECUTION VERSION

Side Letter to Purchase Agreement

September 24, 2025‎

Reference is made to the share purchase agreement (the “Purchase Agreement”) entered into on ‎August 29, 2025, by and among GLOBAL HEALTH SOLUTIONS, INC. (D/B/A TURN ‎THERAPEUTICS), a corporation incorporated under the laws of Delaware whose ‎registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. #▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the ‎‎“Company”), GEM GLOBAL YIELD LLC SCS, a “société en comunandite simple” formed ‎under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an ‎address at ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Purchaser”); and GEM ‎YIELD BAHAMAS LIMITED, a limited company formed under the laws of the ‎Commonwealth of the Bahamas and having an address at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and ‎together with the Company and Purchaser, the “Parties”). Capitalized terms used herein ‎and not otherwise defined herein shall have the respective meanings set forth in ‎the Purchase Agreement.‎

This side letter (this “Letter”) constitutes the agreement of the Parties that the ‎Purchase Agreement shall be amended and/or supplemented ‎by the following provisions, so that this Letter shall form an integral part of the Purchase Agreement ‎and the provisions of the Purchase Agreement shall apply accordingly.‎ Except as set forth herein, the provisions of the Purchase Agreement are not amended and remain in full force and effect.

‎1.‎             The definition “Threshold Price” under Section 1.01 of the Purchase Agreement shall be deleted in its entirety and replaced as follows:‎

‎“Threshold Price” is the lowest price at which the Company may sell Shares during a Draw Down Pricing Period, as set forth in each Draw Down Notice; provided that such price shall in no event be less than $1.00.

‎2.‎ Miscellaneous

‎(a)‎           The provisions of this Letter shall apply mutatis mutandis throughout the ‎ Purchase Agreement, as the context requires.‎

‎(b)‎            Each of the Parties hereto confirms, as of the signing of this Letter, its acceptance of ‎this Letter and agrees to be bound by the terms of this Letter.‎

‎(c)‎           This Letter shall be governed by, construed, and take effect in accordance with the ‎laws of New York.‎

‎(d)‎            All disputes, controversies or claims between the Parties arising out of or ‎in connection with this Letter (including its existence, validity or termination) which ‎cannot be amicably resolved shall be finally resolved and settled under the Rules of ‎Arbitration of the American Arbitration Association and its affiliate, the ‎International Center for Dispute Resolution, in New York City. The arbitration ‎tribunal shall be composed of one arbitrator. The arbitration will take place in New ‎York City, New York, and shall be conducted in the English language. The ‎arbitration award shall be final and binding on the Parties.‎

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‎(e)‎            This Letter may be executed in any number of counterparts, all of which taken ‎together shall constitute one and the same instrument and shall become effective ‎when counterparts have been signed by each party and delivered to the other Parties ‎hereto, it being understood that all Parties need not sign the same counterpart.‎

‎(f)‎             This Letter, the Purchase Agreement and the Registration Rights Agreement represent the entire agreement of ‎the Parties with respect to the subject matter hereof and thereof, and there are no ‎promises, undertakings, representations or warranties by either party relative to the ‎subject matter hereof not expressly set forth herein. No provision of this Letter ‎may be amended other than by a written instrument signed by both Parties.‎

‎(g)           The Section headings herein are for convenience only and shall not affect ‎the construction hereof.‎

‎(h)            This Letter and all terms, provisions and conditions hereof shall be binding upon ‎the parties hereto, and shall inure to the benefit of the parties hereto and, except as ‎otherwise provided herein, to their respective heirs, executors, personal ‎representatives, successors and lawful assigns.‎

‎[Signature page to follow]

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IN WITNESS WHEREOF, the Parties have caused this Letter to be duly executed as of day and ‎year first above written.‎

	THE COMPANY:‎ GLOBAL HEALTH SOLUTIONS, INC. ‎‎ (D/B/A TURN THERAPEUTICS)‎
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:	CEO

	PURCHASER‎:‎ GEM GLOBAL YIELD LLC SCS ‎
	By:	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Manager

	GEM YIELD BAHAMAS LIMITED
	By:	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Manager

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