Browse EX-10 agreements

FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [____], 2026 by and among Whitehawk Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are parties to a Securities Purchase Agreement, dated as of May 12, 2026 (the “Purchase Agreement”), pursuant to which the Purchasers are purchasing shares of capital stock and/or pre-funded warrants of the Company; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain rights to the Purchasers as set forth below.

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SECURITIES PURCHASE AGREEMENT

BY AND AMONG

WHITEHAWK THERAPEUTICS, INC.,

AND

THE PURCHASERS

May 12, 2026

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TABLE OF CONTENTS

1.		Definitions					1
2.		Purchase and Sale of Common Stock					6
		2.1		Purchase and Sale			6
		2.2		Closing			6
3.		Representations and Warranties of the Company					7
		3.1		Organization and Power			7
		3.2		Capitalization			7
		3.3		Registration Rights			7
		3.4		Authorization			7
		3.5		Valid Issuance			8
		3.6		No Conflict			8
		3.7		Consents			9
		3.8		SEC Filings; Financial Statements			9
		3.9		Absence of Changes			9
		3.10		Absence of Litigation			10

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AMENDMENT TO PROMISSORY NOTE

This Amendment (this “Amendment”) to certain Promissory Notes issued to Leading Group Limited or its registered assigns or successors in interest (the “Payee”) as a loan to Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Maker”): (i) the first dated as of May 28 2025, in the amount of $30,502.20 (the “Note 1”), and (ii) the second, dated as of August 19, 2025, in the amount of $711,619.15 (“Note****2”), is made and entered into effective as of May 6, 2026 (the “Effective Date”) by Maker and Payee, together referred to as the “Notes”. All capitalized terms not defined in this Amendment will have the meanings given to them in the Notes. Both Notes are identical as to the terms and conditions but for the Principal Amounts, as such term is reflected and defined by the respective Notes.

RECITALS

WHEREAS, Maker and Payee agreed to extend the maturity date of the Notes; and

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  (THE  “SECURITIES  ACT”).  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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $196,919.23	Dated as of May 6, 2026

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AMENDMENT

dated as of May 1, 2026

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement, dated as of September 29, 2015 as amended or supplemented from time to time (“the “Agreement”)) and the parties have agreed to further amend the Agreement in accordance with the terms of this amendment (“Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

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AMENDMENT

dated as of June 1, 2021

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement dated as of September 29, 2015 (the “Agreement”) and the parties have agreed to amend the Agreement in accordance with the terms of this Amendment (the “Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

As used in the Agreement (including any Confirmation relating thereto), as amended by this Amendment, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereof”, “hereto” and other words of similar import, shall mean the Agreement as amended hereby, unless the context otherwise specifically requires.

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Master Repurchase

Agreement

September 1996 Version

Dated as of:		September 29, 2015
Between:		Morgan Stanley Bank, N.A.
and		Each of the entities listed on Exhibit I, severally and not jointly (each, a “Counterparty”)

1.	Applicability

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

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Exhibit 10.1

FIRST BANCORP

2026 OMNIBUS INCENTIVE PLAN

Section I

PURPOSE

The purpose of the First BanCorp 2026 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), is to promote the interests of the Corporation and its stockholders by delivering long term incentive compensation benefits to the Corporation’s and its Affiliates’ employees and directors, who are expected to contribute significantly to the success of the Corporation and its Affiliates.  These benefits provide a proprietary interest in the continued growth and success of the Corporation through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The Plan is also intended to encourage recipients to remain in the employ or service of the Corporation and its Affiliates and to assist the Board and management in the attraction and recruitment of qualified service providers to serve the

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]

EXECUTIVE RELEASE OF CLAIMS

This Executive Release of Claims (this “Release”) is entered into this 7th day of May 2026, (the “Agreement Date”) by and between GBT US LLC, a Delaware limited liability company (the “Company”), and John David Thompson (the “Executive,” together with the Company, the “Parties”).

WHEREAS, the Executive is employed by the Company as its EVP, Chief Technology Officer;

WHEREAS, the Executive’s employment relationship with the Company as well as all other positions that the Executive holds with Global Business Travel Group, Inc., a Delaware corporation (“GBTGI”), will terminate on May 31, 2026 (the “Termination Date”), upon the terms set forth herein.

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]

SEVERANCE PROTECTION AGREEMENT

This Severance Protection Agreement (this “Agreement”) is entered into as of November 29, 2021 by and between GBT US LLC, a Delaware limited liability company (the “Company”), and John David Thompson (the “Executive”). This Agreement shall become effective upon the Company or its ultimate parent entity (currently GBT JerseyCo Limited) having a class of common stock publicly traded on a national securities exchange, such as the New York Stock Exchange, or quoted on NASDAQ (the date on which this Agreement becomes effective is referred to herein as the "Effective Date"); provided, however, that if the Effective Date does not occur on or before July 31, 2022, then this Agreement shall be null and void ab initio and neither party hereto shall have any liabilities or obligations hereunder.

Recitals

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CREDIT AGREEMENT

DATED AS OF MAY 7, 2026

AMONG

OPTIMIZERX CORPORATION

as Borrower,

THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO,

as Loan Parties,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Agent, L/C Issuer and Swing Line Lender,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Page

1.1.    Certain Defined Terms    1

1.2.    Accounting Terms and Determinations    35

1.3.    Other Definitional Provisions and References    36

2.    ADVANCES AND LETTERS OF CREDIT    36

2.1.    Revolving Credit Advances, Term Loan, and Borrowings    36

2.2.    Prepayments/Commitment Termination    37

2.3.    Swing Line Advances    39

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