Browse EX-10 agreements

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Execution Version

AMENDMENT NO. 4

TO

LOAN, SECURITY AND GUARANTEE AGREEMENT

This AMENDMENT NO. 4 TO LOAN, SECURITY AND GUARANTEE AGREEMENT, dated as of May 12, 2026 (this “Amendment”), by and among GEE GROUP INC., an Illinois corporation (“GEE Group”), the Subsidiaries of GEE Group listed on the signatures pages to the Loan Agreement (as defined below) as Borrowers or otherwise joined as a Borrower thereunder from time to time (each, a “Borrower”, and collectively, “Borrowers”), the other Persons from time to time party to the Loan Agreement (as defined below) as Guarantors, the Lenders signatory hereto, and FIRST-CITIZENS BANK & TRUST COMPANY (“FCB”), as agent for the Lenders (in such capacity, “Agent”).

W I T N E S S E T H:

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Citibank, N.A.

Corporate Equity Derivatives

390 Greenwich Street, 4th Floor

New York, NY 10013

May 12, 2026

To:     ACV Auctions Inc. 640 Ellicott Street, #321 Buffalo, New York 14203 Attention: Legal Department Telephone No.: 1-800-553-4070 Email Address: [_]

Re:     Master Confirmation—Uncollared Accelerated Share Repurchase

This master confirmation (this “Master Confirmation”), dated as of May 12, 2026, is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Citibank, N.A. (“Dealer”) and ACV Auctions Inc., a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmat

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 26, 2026, is entered into by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A.

Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of 5,338,078 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Purchase Agreement.

B.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 26, 2026, by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act;

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, shares of Common Stock (the “Shares”); and

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FATE THERAPEUTICS, INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Fate Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. In furtherance of this purpose, effective as of the date of approval by the Company’s Board of Directors (the “Board”) of this Policy (the “Effective Date”), all non-employee directors shall be paid compensation for services provided to the Company as set forth below:1

Cash Retainers

Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of the Board. No additional compensation for attending individual Board meetings.

Additional Annual Retainers for Committee Membership and Service as Chairperson:

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SmartRent, Inc. 2021 Equity Incentive Plan

Establishment, Purpose and term of Plan.

1.1

Establishment. The SmartRent, Inc. 2021 Equity Incentive Plan (the “Plan”) was established effective as of August 24, 2021, the date of the closing of the transactions contemplated by that certain merger agreement entered into by and between SmartRent, Inc., Einstein Merger Corp. I, and Fifth Wall Acquisition Corp. I, following the Plan’s approval by the stockholders of the Company (the “Effective Date”), and subsequently was amended and restated effective as of May 14, 2024, and May 12, 2026 (the “2026 Amendment Date”).

1.2

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Annex A to Second Amendment to Credit Agreement

CREDIT AGREEMENT,

dated as of February 26, 2025,

among

QT IMAGING HOLDINGS, INC.,

as the Borrower,

and

LYNROCK LAKE MASTER FUND LP,

as the Lender

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TABLE OF CONTENTS

SECTION 1 DEFINITIONS															1
1.1						Defined Terms									1
1.2						Other Definitional Provisions									24
1.3						Divisions									24
SECTION 2 AMOUNT AND TERMS OF TERM COMMITMENTS															25
2.1						Term Commitments									25

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ARS PHARMACEUTICALS, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

for

DONN CASALE

This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of May 12, 2026 (the “Effective Date”), by and between Donn Casale (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).

1. Employment by the Company.

1.1 Position. Executive’s employment with the Company shall begin on June 1, 2026 or such date as otherwise agreed to by Executive and the Company (the actual date Executive’s employment begins, the “Start Date”). Executive shall serve as the Company’s President, reporting to the Company’s Chief Executive Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and full-time attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities all in conformity with the Company’s policies applicable to senior executives and general employment policies.

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SECOND AMENDMENT TO TERM LOAN AGREEMENT This Second Amendment to Term Loan Agreement (this “Amendment”) is entered into as May 11, 2026 (the “Effective Date”), by and among Nauticus Robotics, Inc. (“Company”) and the undersigned Lender (“Lender”). Company and Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. A. The Parties are party to that Senior Secured Term Loan Agreement, dated as of September 18, 2023 by and among the Company, ATW Special Situations Management LLC, as collateral agent, and the lenders (including the Lender) (collectively, the “Lenders”) from time to time party thereto (as amended, restated, amended and restated, restructured, supplemented, waived and/or otherwise modified from time to time, the “Loan Agreement”); B. The Conversion Price under the Loan Agreement has been adjusted as provided in the Loan Agreement to account for the reverse stock splits effective July 18, 2024 and September 5, 2025, respectively, and the Conversion Price is $1,944.00 as of the date hereof; C. Pursuant to Section 25(c) of the Loan

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1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of May11, 2026, by and between SeaTrepid International, L.L.C., a Louisiana limited liability company, SeaTrepid Deepsea LLC, a Louisiana limited liability company, Remote Inspection Technologies, L.L.C., a Louisiana limited liability company (each, a “Seller” and collectively, “Sellers”), Nauticus Robotics, Inc., a Delaware corporation (“Buyer”), and Karen Christ, Robert D. Christ, and Steve W. Walsh, individual residents of the State of Louisiana (each, a “Selling Person” and collectively, the “Selling Persons”). Each of Seller and Buyer are individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below). RECITALS WHEREAS, the Parties entered into that certain Asset Purchase Agreement, dated March 5, 2025 (as amended by Amendment No. 1 dated March 20, 2025, collectively, the “Agreement”); WHEREAS, the transactions contem

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