Browse EX-10 agreements

Exhibit 10.1

 

Protagonist Therapeutics, Inc.

 

2026 Equity Incentive Plan

 

Adopted By The Board Of Directors: March 24, 2026

 

Approved by the Stockholders: June 17, 2026

 

1. General.

 

(a) Successor to and Continuation of Prior Plan. The Plan originally became effective on the Effective Date as the successor to and continuation of the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan, as amended (the “Prior Plan”). From and after receipt of stockholder approval of the Plan on the Effective Date, no additional awards may be granted under the Prior Plan. All Awards granted on or after receipt of stockholder approval of the Plan on the Effective Date will be granted under this Plan. All awards granted under the Prior Plan will remain subject to the terms of the Prior Plan.

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

 

This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into as of July 1, 2026 (the “Amendment Effective Date”), by and between Motorsport Games Inc., a Delaware corporation, with principal executive offices currently located at 3350 SW 148th Avenue, Suite 207, Miramar, FL 33027 (the “Company”), and Stanley Beckley (“Executive”) (each, a “Party,” and collectively, the “Parties”).

 

WHEREAS, the Company and Executive entered into an Executive Employment Agreement dated as of March 27, 2026 (the “Original Agreement”), pursuant to which Executive was employed as Chief Financial Officer of the Company; and

 

WHEREAS, the Parties desire to amend the Original Agreement to reflect Executive’s change in position, duties, and compensation, on the terms and conditions set forth herein;

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STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT

 

BETWEEN

 

MOTORSPORT GAMES LIMITED

 

AND

 

PETER HANSEN-CHAMBERS

 

DATED: June 17, 2026

 

 

 

 

Parties

 

Motorsport Games Ltd incorporated and registered in England and Wales with company number 12445844 whose registered office is at Silverstone Innovation Centre, Silverstone Park, Silverstone, NN12 8GX (“Company”, “Employer” or “we”).

 

 

 

Peter Hansen-Chambers, [●] (“Executive” or “you” / “your”).

 

1.

APPOINTMENT

 

Your appointment will be as Chief Financial Officer (CFO) of Motorsport Games Inc, a Delaware corporation (“MSGM”) through your employment with the Company whose parent entity is MSGM, reporting to the Chief Executive Officer (CEO) of MSGM and the board of directors of MSGM (the “Board”).

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LOCK-UP AGREEMENT

 

________, 2026

 

Maxim Group LLP

300 Park Avenue

New York, NY 10022

 

Re:

Proposed Best Efforts Offering by Tianci International, Inc.

 

Ladies and Gentlemen:

 

The undersigned, a stockholder, officer and/or director of Tianci International, Inc., a Nevada corporation (the “Company”), understands that Maxim Group LLC (the “Placement Agent”) proposes to have certain institutional investors enter into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company providing for the subsequent public offering (the “Public Offering”) of certain securities of the Company.

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2026 between Tianci International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Common Warrants, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

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ASSIGNMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

That Kelly Kirchhoff (the "Assignor"), for good and valuable consideration and cash, the receipt and sufficiency of which are hereby acknowledged, does hereby assign and transfer to Jeff Foster (the "Assignee”), sixty-one (61) Series A Preferred Shares of Transglobal Management Group, Inc. (the “Assigned Shares”).

 

The Assignor covenants and agrees to, on behalf of and for the benefit of the Assignee, warrant and defend title to the Assigned Shares hereby sold and assigned to the Assignee, against all and every person and persons whomsoever. The Assignor warrants that it is the lawful holder in every respect of the Assigned Shares and that the Assigned Shares are held free and clear of any and all liens, security agreements, encumbrances, claims, demands and charges of every kind and character whatsoever.

 

IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the 15th day of June, 2025.

 

 

 

“Assignor”

 

KELLY KIRCHHOFF

 

 

 

 

 

 

 

By: /s/ Kelly Kirchoff

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IRREVOCABLE STOCK TRANSFER POWER

 

For Value Received, the undersigned does (do) hereby sell, assign and transfer to

 

Jeff Foster

 

 

 

 

IF STOCK,

COMPLETE

THIS PORTION

61 share(s) of the Series A Prefered Stock of Transglobal Management Group, Inc. held in book entry form in the name of the undersigned on the books and records of the Company.

 

 

IF LLC UNITS,

COMPLETE

THIS PORTION

Class __ membership units representing        % all outstanding units and        % of the outstanding voting securities __________________ of (the “Company”) represented by certificate(s) No(s) ________ inclusive, standing in the name of the undersigned on the books of said Company.

 

 

 

 

 

 

 

 

IMPORTANT: The signature(s) to this power must correspond with the names(s) as written upon the face of the certificate(s) or membership register in every particular without alteration

 

 

 

 

 

 

FOR OFFICE USE ONLY

 

 

 

 

 

 

 

Kelly Kirchhoff

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THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

 

Dated as of June 16, 2026

Principal Amount: Up to $4,312,500

New York, New York

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PROMISSORY NOTE

 

THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

 

Dated as of June 16, 2026

 

New York, New York

 

 

Principal Amount: Up to $1,750,000.00

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 16, 2026, by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-296199 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares” and such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of June 16, 2026, by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.

 

WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the “Offering”) 600,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), for a purchase price of $6,000,000, or $10.00 per Class A Ordinary Share; and

 

WHEREAS, Subscriber wishes to purchase 600,000 Class A Ordinary Shares for a purchase price of $6,000,000 and the Company wishes to accept such subscription from Subscriber.

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Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

 

June 16, 2026

 

Cantor EP Holdings VII, LLC

110 East 59th Street

New York, NY 10022

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Cantor Equity Partners VII, Inc. (the “Company”) and Cantor EP Holdings VII, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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