Browse EX-10 agreements

UPBOUND GROUP, INC. director deferred stock unit award Agreement

THIS DEFERRED STOCK UNIT AWARD AGREEMENT, made as of the __ day of _____, 20xx, between Upbound Group, Inc. (the “Company”) and [NAME] (the “Director”), pursuant to the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms that are used but not defined in this Award Agreement have the meaning as set forth in the Plan.

1.            Deferred Stock Unit Award. In accordance with and subject to the Plan and this Award Agreement, the Company hereby grants to the Director a deferred stock unit Award under the Plan, consisting of the right to receive _______ shares of the Company’s Common Stock (“Shares”).

2.            Vesting and Issuance of Shares. This Award is fully vested and non-forfeitable from inception.

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Upbound Group, Inc. Form of Performance Stock Unit Award Agreement (PSU)

THIS AWARD AGREEMENT, made as of the [Grant Date:Month Date, Year], between Upbound Group, Inc. (the “Company”) and [Participant Name:First Name Last Name] (the “Employee”), pursuant to the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms that are used but not defined in this Award Agreement have the meaning as set forth in the Plan.

1 .            Company Stock Award. Subject to the vesting and other terms and conditions set forth in this Award Agreement, the Company hereby grants to the Employee the right to receive [Granted:Shares Granted] performance stock units (“PSUs”). Each PSU entitles the Employee to receive one (1) share of Common Stock (each, a “Share”), subject to the terms and conditions of this Award Agreement and the Plan, based on target level achievement, which shall be subject to adjustment pursuant to Exhibit A annexed hereto and made a part hereof.

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Upbound Group, Inc. Form of Restricted Stock Unit Award Agreement (RSU)

THIS AWARD AGREEMENT, made as of the [Grant Date:Month Date, Year], between Upbound Group, Inc. (the “Company”) and [Participant Name:First Name Last Name] (the “Employee”), pursuant to the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms that are used but not defined in this Award Agreement have the meaning as set forth in the Plan.

1.            Company Stock Award. Subject to the vesting and other terms and conditions set forth in this Award Agreement, the Company hereby grants to the Employee [Granted:Shares Granted] restricted stock units (“RSUs”). Each RSU entitles the Employee to receive one (1) share of Common Stock (each, a “Share”), subject to the terms and conditions of this Award Agreement and the Plan.

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FIRST AMENDMENT TO THE

UpBOUND GROUP, INC.

2026 LONG-TERM INCENTIVE PLAN

THIS AMENDMENT TO THE UPBOUND GROUP, INC. 2026 LONG-TERM INCENTIVE PLAN (this “Amendment”) is made and adopted as of June 2, 2026. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).

1.            Amendment. Section 4(a) of the Plan is hereby amended and replaced in its entirety as follows:

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GEN RESTAURANT GROUP, INC 11480 South Street, Suite 205, Cerritos, CA 90703

Date: June 1, 2026 Dear Luke Hewko, Congratulations!

We are pleased to extend an offer of employment with Gen Restaurant Group, Inc (hereinafter “GEN”). We are confident that your expertise and leadership will be a valuable asset to our organization, and we look forward to the contributions you will make to our continued success.

You will serve in the role of Chief Financial Officer. In this capacity, you will oversee all functions of the accounting department and play a key leadership role in financial operations. Additionally, you will work closely with the Chief Executive Officer and President of Operations on accounting matters and consumer packaged goods (CPG) initiatives.

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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 10.1

ASSIGNMENT OF DEBT AGREEMENT

(Traderverse Inc. Promissory Note)

This Assignment of Debt Agreement (this “Agreement”) is entered into as of May 28, 2026 (the “Effective Date”), by and between:

Hallmark Venture Group, Inc., a Florida corporation traded under the ticker symbol OTC: HLLK, with an office located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Assignor”); and

SB Technology Holdings, Inc., a Florida corporation, with an office located at 447 Broadway, 2nd Floor, Unit 103, New York, NY 10013 (the “Assignee”);

(each a “Party” and collectively, the “Parties”).

RECITALS

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3 Lender under this Amendment are several and not joint with the obligations of any Other Lender, and the Lender shall not be responsible in any way for the performance of the obligations of any Other Lender under any Other Amendment. Nothing contained herein or in any Other Amendment, and no action taken by the Lender pursuant hereto, shall be deemed to constitute the Lender and Other Lenders as, and the Company acknowledges that the Lender and the Other Lenders do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Lender and Other Lenders are in any way acting in concert or as a group, and the Company will not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment or any Other Amendment and the Company acknowledges that, to the best of its knowledge, the Lender and the Other Lenders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or any Other Amendment. The Company and t

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Amended and Restated Loan and Security Agreement (this “Agreement”), dated as of May 29, 2026 (the “Interim Effective Date”), is entered into by and among Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), and each person named on Schedule A hereto (individually, “Lender” and collectively, “Lenders”) and each assignee of any Lender who becomes a party hereto pursuant to the terms of this Agreement, as an amendment and restatement of the Loan and Security Agreement (the “Initial Agreement”) dated as of January 21, 2026 with the lenders named on Schedule A thereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 3 hereof.

This Agreement provides the terms on which Lenders shall lend to the Company and the Company shall repay Lenders.

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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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