0001829126-26-010391 Sample Contracts
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, BKHA and Target on the Trade Date specified below. The term “Counterparty” refers to BKHA...Otc Equity Prepaid Forward Transaction Confirmation • September 25th, 2026 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances)
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, BKHA and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto. For the avoidance of doubt, no presentation, term sheet, email, model, or other pre-execution material—whether marked “for discussion purposes,” “illustrative,” or otherwise—shall be used to interpret, supplement, or contradict this Confirmation, and all such materials are expressly superseded.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2026 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2026, by and among Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company1”) and the undersigned subscriber (“Subscriber”).
STANDBY EQUITY PURCHASE AGREEMENT Vesicor Therapeutics Holdings, Inc.Standby Equity Purchase Agreement • September 25th, 2026 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances) • New York
VESICOR THERAPEUTICS HOLDINGS, INC. Convertible Promissory NoteConvertible Promissory Note • September 25th, 2026 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances)
[●] — To be completed. List, as of the day immediately preceding the date of the SEPA, all outstanding Options and Convertible Securities and all membership interest purchase agreements referenced in the definition of “Excluded Securities.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2026 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 22, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), and BLACK HAWK ACQUISITION CORPORATION, a Cayman Islands exempted company (“BKHA”). In connection with the transactions contemplated by the Business Combination Agreement, BKHA will de-register as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and, in connection with the Domestication, will change its name to Vesicor Therapeutics Holdings, Inc. The term “Company” refers to BKHA as a single and continuous legal entity, both before and after the Domestication and the closing of the Business Combination; for the avoidance of doubt, from and after the Domestication, BKHA will be known as Vesicor Therapeutics Holdings, Inc., and al
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • September 25th, 2026 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances) • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September 22, 2026, is made by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defined below).