Browse EX-10 agreements

COPPERTECH METALS INC. 2026 OMNIBUS INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the CopperTech Metals Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options or Other Stock-Based Awards or any combination of the foregoing.

Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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Exhibit 10.1

COPPERTECH METALS INC.

A Delaware Corporation

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [       ], 2026, by and between CopperTech Metals Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers;

WHEREAS, Indemnitee is a director, officer, employee or agent of the Company, or serves at the request of the Company as a director, officer, employee, manager, member, partner, tax matters partner, partnership representative, trustee, agent, fiduciary, or similar capacity of a Subsidiary (as defined below) of the Company or another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, or other entity or enterprise;

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The Government of the Republic of Zambia

ZCCM Investments Holdings plc

Vedanta Resources LIMITED

Vedanta Resources Holdings Limited

Konkola Copper Mines plc

2023 Shareholders' Agreement relating to Konkola Copper Mines plc

CONTENTS

Clause		Page
1.	Definitions and Interpretation	4
2.	Conditions Precedent	21
3.	Duration	22
4.	The Company	22
5.	Share Capital	22
6.	The Board and the Management of the Company	23
7.	Technical partner	29
8.	Directors Interest	30
9.	Agreement to Perform	31
10.	Information, Right of Audit and Inspection Information	33
11.	Restrictions on the Company’s Activities	35
12.	Amendments to the Framework Commerical Agreements	39
13.	Issue of Shares	40
14.	Transfer of Shares and Pre-emptive Rights	41

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VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made as of May 27, 2026, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), AlpineBrook Capital GP I Limited (the “Investor”), Graf Acquisition Partners IV LLC (“Graf Acquisition Partners IV”), NKGen Biotech Korea Co., Ltd. (“NKGen Biotech Korea”), and Paul Song (collectively, with Graf Acquisition Partners IV and NKGen Biotech Korea, the “Stockholders”).

RECITALS

WHEREAS, on April 15, 2026, the Company and the Investor entered into that certain Secured Convertible Loan Agreement (the “Loan Agreement”); and

WHEREAS, on April 28, 2026, the Company and the Investor entered into that certain Omnibus Amendment to Secured Convertible Loan Agreement and Other Loan Documents (the “First Amendment”) and on May 15, 2026, the Company and the Investor entered into that certain Second Amendment to the Secured Convertible Loan Agreement (the “Second Amendment”);

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SECURED CONVERTIBLE PROMISSORY NOTE

(Additional Note #3)

DATE: May 27, 2026

BORROWERS: NKGen Biotech, Inc. and NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705

LENDER: AlpineBrook Capital GP I Limited

PRINCIPAL: US$2,420,000

FOR VALUE RECEIVED, each undersigned, NKGen Biotech, Inc. (“NKGen Bio”) and NKGen Operating Biotech, Inc. (each, a “Borrower”) promises to pay to the order of AlpineBrook Capital GP I Limited (“Lender”) (i) in lawful money of the United States of America or, (ii) at the sole and absolute discretion of the Lender, in the form of newly issued shares of common stock of NKGen Bio, par value $0.0001 per share (the “Common Stock”), with applicable registration rights (the “Alternative Equity Repayment”), the principal amount of Two Million Four Hundred Twenty Thousand Dollars (US$2,420,000) or so much as may be outstanding, together with accrued interest and any other amounts

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NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

NKGEN BIOTECH, INC.

Date of Issuance: May 27, 2026 (“Issuance Date”)

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THIRD OMNIBUS AMENDMENT TO

SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS

THIS THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS (this “Amendment”) is dated as of May 27, 2026 by and among NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“NKGen OpCo”), NKGEN BIOTECH, INC., a Delaware corporation (“NKGen Bio”, and collectively with NKGen OpCo, the “Borrowers”), and AlpineBrook Capital GP I Limited (“AlpineBrook” or the “Lender”, and together with the Loan Parties, the “Parties”).

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EXECUTION VERSION

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of May 29, 2026 (the “Fourth Amendment Effective Date”), by and among CACTUS COMPANIES, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the meaning set forth in the Amended Credit Agreement (as defined below).

RECITALS:

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RETIREMENT, SEPARATION, WAIVER AND RELEASE AGREEMENT

This Retirement, Separation, Waiver and Release Agreement (“Agreement”) is entered into as of the 28th day of May, 2026, by and between David A. Sumoski (“Executive”), a citizen and resident of North Carolina, and Nucor Corporation, a Delaware corporation with its principal place of business in Charlotte, North Carolina.

WHEREAS, Executive has spent 30 years as a Nucor (as hereinafter defined) employee, and has most recently been employed as Executive Vice President of Nucor Corporation, where he was significantly involved with and responsible for the management and direction of Nucor’s business operations;

WHEREAS, Executive has decided to retire and resign from his employment with Nucor effective June 13, 2026 (the “Effective Date”);

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AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (together with any attachments referenced below, this “Agreement”) is made effective as of June 1, 2026 (the “Effective Date”), by and between Allarity Therapeutics, Inc. a Delaware corporation (“Company”), and Ljungaskog Consulting AB, a Swedish limited liability company (“Consultant”). Company and Consultant are also referred to as the “Parties” and each as a “Party.”

Consultant shall be further identified as follows:

Address	Primary Contact Name
[*****]	[*****]
Telephone	Primary Contact Email
[*****]	[*****]

The Parties, intending legally and equitably to be bound, agree as follows:

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Execution Version

THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

This Third Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of June 1, 2026, by and among WORTHINGTON STEEL, INC., an Ohio corporation (“Worthington Steel” or “Borrower”), WORTHINGTON WSP, LLC, a Michigan limited liability company (“WSP”), TEMPEL STEEL COMPANY, LLC, an Illinois limited liability company (“Tempel”), T DO B, LLC, an Illinois limited liability company (“T DO B”), TEMPEL CANADA COMPANY, a Nova Scotia company (“Tempel Canada”), TEMPEL DE MEXICO, S. DE R.L. DE C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable (“Tempel Mexico”), WORTHINGTON STEEL ROME, LLC, an Ohio limited liability company (“Rome”), THE WORTHINGTON STEEL COMPANY, LLC, an Ohio limited liability company (“Worthington Company”), THE WORTHINGTON STEEL COMPANY, an Ohio corporation (“Steel Company”), WORTHINGTON TAYLOR, LLC, a Michigan limited liability company

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EXECUTION VERSION

CUSIP Number: 98210HAD4

CREDIT AGREEMENT

dated as of June 1, 2026,

by and among

WORTHINGTON STEEL, INC.,

as Borrower,

the Lenders from time to time party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

WELLS FARGO SECURITIES, LLC,

CITIBANK, N.A.,

PNC CAPITAL MARKETS LLC,

KEYBANC CAPITAL MARKETS INC.,

BMO CAPITAL MARKETS CORP.,

CANADIAN IMPERIAL BANK OF COMMERCE, NY BRANCH

and

HSBC SECURITIES (USA) INC.,

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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