Browse EX-10 agreements

AMENDED AND RESTATED GPGI, INC.
OPTION CONVERSION PROGRAM FOR DIRECTORS

1.Introduction

1.1Purpose. The purpose of the Program is to provide Directors with the opportunity to convert all or a portion of their Compensation into an Option Award under the Equity Plan. As of the Initial Effective Date, this Program restated the Prior Program in its entirety and, except with respect to awards that had already been converted or deferred under the Prior Program, the Prior Program is of no force and no further conversions or deferrals shall be permitted under the Prior Program. For the avoidance of doubt, any Compensation previously converted into restricted stock unit awards and any restricted stock unit awards deferred under the Prior Program shall remain outstanding until settled in accordance with the provisions of the Prior Program.

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AMENDED AND RESTATED GPGI, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

(Amended and Restated Effective as of January 1, 2027)

GPGI, Inc. (the “Company”) believes that the granting of cash and equity compensation to the members of its Board of Directors (the “Board”) represents an effective tool to attract, retain, and reward such members of the Board who are not employees of the Company (each, a “Non-Employee Director” and, collectively, the “Non-Employee Directors”) and who are eligible to receive such compensation, as provided herein. This Non-Employee Director Compensation Policy (the “Policy”) has been adopted by the Board to formalize the Company’s policy regarding compensation that may be paid to the eligible Non-Employee Directors, which compensation will include both cash compensation and equity awards granted in accordance with the provisions of the Company’s 2021 Incentive Equity Plan (as may be amended from time to time, the “Plan”). The Compensation Committee of the Board (the “Compensation Committee”) or those persons or bodies to whom administration of the Plan, o

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FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _____________, ______ between GPGI, Inc., a Nevada corporation (the “Company”), and _____________________ (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Exhibit 10.2

Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed or constitutes personal information. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

CONSULTING AGREEMENT

Effective Date: June 9, 2026

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Iovance Biotherapeutics, Inc., a Delaware corporation(“Iovance”), and Friedrich-Reinhard Graf Finck von Finckenstein, M.D., an individual, with a primary address at 19 Dover Court, San Carlos, CA 94070 (“Consultant”), as of the date set forth above (the “Effective Date”).  Iovance and Consultant may each be referred to as a “Party” or together, the “Parties.”  

WHEREAS, Iovance employed Consultant as Chief Medical Officer through June 8, 2026;

WHEREAS, the Parties executed a Separation Agreement and General Release (“Separation Agreement”) on June 8, 2026;

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Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed or constitutes personal information. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

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SEPARATION** AGREEMENT AND GENERAL RELEASE**

This Separation Agreement and General Release (the “Agreement”) is entered into by and between Friedrich-Reinhard Graf Finck von Finckenstein, M.D. (“Employee”), and Iovance Biotherapeutics, Inc. (the “Company”). The term “Parties” or “Party” used herein shall refer to Employee and the Company as appropriate.

WHEREAS, the Parties entered into an Executive Employment Agreement with an Effective Date of May 18, 2019 (the “Employment Agreement”); and

WHEREAS, the Parties have agreed on terms of Employee’s separation in accordance with the Employment Agreement and as contained herein;

NOW THEREFORE, the Parties agree as follows:

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made as of April 20, 2026, (the “Effective Date”) by and between Airship AI Holdings, Inc., a Washington corporation (the “Company”), and Yanda Ma, a resident of the state of Washington (“Employee”).  Capitalized terms used and not otherwise defined in the body of this Agreement have the meanings assigned to such terms in Section 7.

AGREEMENTS

In consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

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June 8, 2026     Confidential and Proprietary

Rick Dunn (you)

Chief Financial Officer

Satellogic Inc.

Email: Rick.Dunn@satellogic.com

Re:    Employment agreement effective as of January 13, 2019 (the “Agreement”), by and between Rick Dunn (“you”) and Satellogic USA Inc. (the “Company”)

Dear Rick,

This letter agreement memorializes the mutual agreement between you and the Company regarding your resignation from the role of Chief Financial Officer and your continued service as Chief Financial Officer during the Transition Period (as defined below) on the terms set forth herein. You and the Company have agreed to the following:

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Execution Version

WAIVER AGREEMENT

THIS WAIVER AGREEMENT (this “Waiver Agreement”) is made as of June 5, 2026, by and among GPGI, Inc., a Nevada corporation (“GPGI”), and Resolute Holdings Management, Inc., a Nevada corporation (the “Manager”; and together with GPGI, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement (as defined below).

W I T N E S S E T H

WHEREAS, GPGI and the Manager are parties to that certain letter agreement, dated as of February 28, 2025 (the “Letter Agreement”);

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AMENDED AND RESTATED BOARD ADVISER AGREEMENT

This Amended and Restated Board Adviser Agreement (the “Agreement”) is made effective as of June 13, 2026 (the “Effective Date”) by and among GPGI, Inc., a Delaware corporation (formerly known as CompoSecure, Inc., the “Company”), Resolute Holdings Management, Inc., a Delaware corporation (“Resolute”), and Fradin Consulting, LLC, a California limited liability company (the “Adviser”).

RECITALS

WHEREAS, the Company, Resolute and Adviser (the “Parties”) previously entered into a Board Adviser Agreement, effective February 28, 2025 (the “Prior Agreement”);

WHEREAS, Roger Fradin (the “Adviser Representative”) is the sole owner of the Adviser;

WHEREAS, the Company desires to continue to obtain the advice of the Adviser regarding the Company’s business and strategy and the industrial distribution sector, including insight relating to the Company’s customer base;

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AMENDED AND RESTATED RESOLUTE HOLDINGS MANAGEMENT, INC.

OPTION CONVERSION PROGRAM FOR DIRECTORS

**1.**Introduction

1.1Purpose.  The purpose of the Program is to provide Directors with the opportunity to convert all or a portion of their Compensation into an Option Award under the Equity Plan.

1.2Equity Plan.  Option Awards made under Section 4 shall be issued under the Equity Plan and shall be subject to the Equity Plan’s terms, and each Share issued pursuant to an exercised Option Award shall be drawn from the Share reserve under the Equity Plan.

1.3Effective Date.  The Program shall be amended and restated on the terms and conditions set forth herein effective on January 1, 2027 (the “Effective Date”).  For the avoidance of doubt, the Company’s Option Conversion Program for Directors effective as of July 12, 2025 shall remain in full force and effect through the Effective Date, after which time such program shall be superseded and replaced in its entirety by the terms set forth herein.

**2.**Definitions

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AMENDED AND RESTATED RESOLUTE HOLDINGS MANAGEMENT, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

(Amended and Restated Effective as of January 1, 2027)

Resolute Holdings Management, Inc. (the “Company”) believes that the granting of cash and equity compensation to the members of its Board of Directors (the “Board”) represents an effective tool to attract, retain, and reward such members of the Board who are not employees of the Company (each, a “Non-Employee Director” and, collectively, the “Non-Employee Directors”) and who are eligible to receive such compensation, as provided herein.  This Non-Employee Director Compensation Policy (the “Policy”) has been adopted by the Board to formalize the Company’s policy regarding compensation that may be paid to the eligible Non-Employee Directors, which compensation will include both cash compensation and equity awards granted in accordance with the provisions of the Company’s 2025 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).  The Board or those persons or bodies to whom admi

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Separation Agreement and Release

This Separation Agreement and Release (“Agreement”) is made by and between Ambaw Bellete (“Executive”) and CG Oncology, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Amended and Restated Employment Agreement, effective as of January 9, 2025 (the “Employment Agreement”) and that certain Restrictive Covenant Agreement (as defined in the Employment Agreement); and

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