Browse EX-10 agreements

'=fl:1f 01t% - :1f): NANYANG BIOLOGICS PTE. LTD., (UEN: 202116184H), tt Jfil “ fu “ i : 10 Anson Road #25 - 06 International Plaza Singapore 079903 ( rfjjH "0EJ") Z:1r 1 01i:% - m :1r): 9ZinformationTechnologyLimited, 1i:Jfil%n: 1816439 1i:Jfil “ fu “ 1r: Coastal Building , Wickham's Cay II , P.O. Box 2221, Road Town , Tortola , British Virgin Islands ( " 9Z " ) 1 Z:1f 2 01i:% - m :1f): CHEN TED KWAN, (NRIC S8436020A) (" *,t::E.")o 1. z 1r 1tdt † 2 024 if 3 J=J 1 a ,@ , n " 1r 111 tfE1l † : iifJ 15 * m “ m 93 - , 93 - f7'J ?G'E1,;J% 1E l 7G - =f: 2000 75 5t 1 1 1ln † 15Fs<J .liifJA tiF, 0EJ m _ J .E1. ti;Jt 1t 1t , & *1£ :1:** iIE JJJ JiJT - 1. mtfl c 'El, Mtnx 03f ,D(ff " IPO" † JGimrl 15 t † s<J Y5<:!J!tJ0 EJ c SPAC) )Jfupaj # _t m) $r_m 0 2. E!31rwt - 1.J£ 93 -- aJ· *3tNs xt1frn 1) r,m 600 75 5t : BJG 2) 1£E!31r 111ff5E IP O BJG1 5 SPA C paj # , iVJ i5U † , rt=iJ Z,jj, , ,D(ff1fr11l 600 75 5t s<J Ej3 jj 0 El !£ 15L A i:p Z 7f 1 $ tJH A i:p 7 5¾1fr 1 11.JiJT xt $ s<J x H}, Z 1r 2 $ q Jt i: p 2 5 ¾1f r 111.JiJT x t $ s< J x fo", fr J j £ ! £ 15HJU n 93 - 15L 3. 1r .ffl93 -

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Memorandum of Understanding for Multi-Party Collaborative Business Engagement

This Memorandum of Understanding for Multi-Party Collaborative Business Engagement (“MOU”), effective as of the date last signed (“Effective Date”), is by and between NVIDIA Corporation, a Delaware corporation, on behalf of itself and its affiliates (“NVIDIA”); Hewlett-Packard Singapore (Sales) Pte. Ltd., a company incorporated under the laws of Singapore (“HPE”); Equinix Singapore Pte Ltd, a company incorporated under the laws of Singapore (“Equinix”); and Nanyang Biologics Pte. Ltd., a company incorporated under the laws of Singapore (“NYB”). NVIDIA, Equinix, HPE and NYB are each a “party” and collectively the “parties”.

The parties agree as follows:

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DATED THIS 27th DAY OF NOVEMBER 2025

Between

NANYANG TECHNOLOGICAL UNIVERSITY

And

NANYANG BIOLOGICS PTE. LTD

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

CONFIDENTIAL

THIS ASSIGNMENT AGREEMENT (“Agreement”) is made effective on the 27thday ofNovember 2025 (“Effective Date”) BETWEEN

(1)	NANYANG TECHNOLOGICAL UNIVERSITY–NTUITIVE PTE LTD, (UENNo.:199502518G), located at 71 Nanyang Drive, #03-01, Singapore 638075 (hereinafter referred to as “NTUitive”), a wholly owned subsidiary of Nanyang Technological University (hereinafter referred to as “NTU”); (collectively referred to as “Assignor”)
	And
(2)	NANYANG BIOLOGICS PTE. LTD. (UEN ID 202116184H), a company incorporated inSingapore with a business address at 10 Anson Road, International Plaza, #25-06 Singapore 079903 (hereinafter referred to as “Assignee”).

WHEREAS:

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DATED THIS 1st DAY OF MARCH 2025

Between

NANYANG TECHNOLOGICAL UNIVERSITY – NTUITIVE PTE LTD

And

NYB.AI PTE LTD

LICENSE AGREEMENT

NTU CONFIDENTIAL

THIS AGREEMENT is entered into on 1stday of March 2025 between:

(1)	NANYANG TECHNOLOGICAL UNIVERSITY – NTUITIVE PTE LTD, located at71 Nanyang Drive, NTU Innovation Centre, #03-01, Singapore 638075 (hereinafter referred to as “NTUitive”), a wholly owned subsidiary of Nanyang Technological University (“NTU”);

And

(2)	NYB.AI PTE LTD (UEN ID 202502567E), a company incorporated in Singaporewith a business address at 32 PEKIN STREET, #05-01, SINGAPORE 048762 (hereinafter referred to as “Licensee”).

WHEREAS:

(A)	NTUitive has the right to grant to Licensee a license to use the Invention and the Licensed Technology.

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Docusign Envelope ID: 34AB8BAE - C7D1 - 45E1 - 8985 - 8F0716D68BB8 2.3 Any breach of this Clause constitutes a material breach of this Agreement, entitling the Company to terminate employment summarily and seek damages or injunctive relief. 3. JOB DESCRIPTION The Employee's duties and responsibilities are as set out in Annex A (Job Description) and may be varied or supplemented by the Company from time to time. 4. REMUNERATION 1. Basic Salary: SGD20,000 per month, payable no later than seven (7) days after the last day of each completed month. 2. Retention Bonus: Up to SGD80,000 payable in two tranches: • SGD40,000 upon successful completion of de - SPAC transaction. • SGD40,000 upon achievement of KPIs for FY2025 by 30 September 2026. 3. Equity/Options : The Employee shall be eligible to participate in the Company's Employee Share Option Plan (ESOP), subject to the terms and conditions ofsuch plan as may be adopted and approved by the Board from time to time . The specific number ofoptions, vesting schedule, exercise price, and other terms shall be determined in accordance with the

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(Execution Version) SHAREHOLDERS'AGREEMENT DATE D THI S 2 5 DA Y OF April 2023 BY AND BETWEEN THE SHAREHOLDERS AS SET OUT IN APPENDIX 1 AND NANYANG BIOLOGICS PTE. LTD.

TABLE OF CONTENTS CLAUSE PAGE 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. DEFINITIONS AND INTERPRETATION .................................................................................. 3 EFFECTIVE DATE .................................................................... . .............................................. 7 SHAREHOLDERS ................................................................................................. . ................. 7 BUSINESS ...................................... . . ...................................................................................... 8 . BOARD OF DIRECTORS ........................................................................................................ 9 GENERAL MEETINGS ........................................................................................................... 11 DEADLOCK ........................................

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NYB HOLDINGS LIMITED

2026 Equity Incentive Plan

ARTICLE 1

PURPOSE

The purpose of this NYB Holdings Limited 2026 Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of NYB Holdings Limited (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants who contribute to the success of the Company to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interests and special efforts the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

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DATED THIS ____ DAY OF _________________ 2025

Between

NANYANG TECHNOLOGICAL UNIVERSITY

And

NANYANG BIOLOGICS PTE LTD

INDUSTRY RESEARCH COLLABORATION AGREEMENT

RESEARCH COLLABORATION AGREEMENT

THIS AGREEMENT is entered into on the ___ day of __________________ 2025 between:

(1)	NANYANG TECHNOLOGICAL UNIVERSITY (Company Registration Number: 200604393R), located at 50 Nanyang Avenue, Singapore 639798, and acting throughits School of Biological Sciences (“NTU”);

and

(2)	Nanyang Biologics Pte. Ltd. (Company Registration Number: 202116184H), acompany incorporated in Singapore, having its business address at 10 ANSON ROAD #25-06 INTERNATIONAL PLAZA Singapore 079903 (“Company”).

WHEREAS:

(A)	NTU and the Company are interested in collaborating with each other to jointly undertake the Research Project on the terms and conditions of this Agreement.

THEREFORE the Parties hereby agree as follows:

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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, (i) NYB Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”); (ii) NYB Pte. Ltd., a Singapore private company limited by shares (“NYB”); (iii) Nanyang Biologics Pte. Ltd, a Singapore private company limited by shares (“Nanyang Biologics”); (iv) Alfa 24 Limited, a Cayman Islands limited liability company (the “Sponsor”); (v) certain holders of securities of RF Acquisition Corp II. designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (vi) the equityholders designated as NYB Holdings Equityholders on Schedule B hereto (collectively, the “NYB Holdings Equityholders” and, together with the Sponsor, Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized

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FORM OF LOCK-UP AGREEMENT

[●], 2026

[Shareholder]

Re:	Lock-Up Agreement for Company Shares

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) dated October 2, 2025, entered into by and among NYB Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), RF Acquisition Corp II., a Delaware corporation (“SPAC”), NYB Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”) and Nanyang Biologics Pte. Ltd., a Singapore private company limited by shares and a wholly owned subsidiary of PubCo (the “Company”), pursuant to which, among other things, Amalgamation Sub will merge with and into the Company (the “Amalgamation”), with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo, and PubCo will merge with and into SPAC (the “Merger” and together with the Amalgamation, the “M

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PLACEMENT AGENCY AGREEMENT

between

BRIACELL THERAPEUTICS CORP.

and

THINKEQUITY LLC

BRIACELL THERAPEUTICS CORP.

PLACEMENT AGENCY AGREEMENT

New York, New York May 31, 2026

ThinkEquity LLC

17 State Street, 41st Fl

New York, NY 10004

Ladies and Gentlemen:

This Placement Agency Agreement (the “Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BriaCell Therapeutics Corp., the “Company”), to act as the exclusive placement agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 1,449,300 common shares (the

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Exhibit 10.12

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

January 16, 2026

Thomas Kerkaert

i/c/o East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

Re: CFO Offer Letter

Ladies and Gentlemen,

East West Ave Acquisition Corp., a Nevada company (the “Company”), is pleased to offer you the positions (the “Positions”) as Chief Financial Officer and as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your service in your Positions. Should you choose to accept the Positions and such other offices that the Company may appoint from time to time (each an “Office”, including the Positions), this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Capitalized terms used but not defined herein shall have the meanings set

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