Browse EX-10 agreements

Docusign Envelope ID: 34AB8BAE - C7D1 - 45E1 - 8985 - 8F0716D68BB8 2.3 Any breach of this Clause constitutes a material breach of this Agreement, entitling the Company to terminate employment summarily and seek damages or injunctive relief. 3. JOB DESCRIPTION The Employee's duties and responsibilities are as set out in Annex A (Job Description) and may be varied or supplemented by the Company from time to time. 4. REMUNERATION 1. Basic Salary: SGD20,000 per month, payable no later than seven (7) days after the last day of each completed month. 2. Retention Bonus: Up to SGD80,000 payable in two tranches: • SGD40,000 upon successful completion of de - SPAC transaction. • SGD40,000 upon achievement of KPIs for FY2025 by 30 September 2026. 3. Equity/Options : The Employee shall be eligible to participate in the Company's Employee Share Option Plan (ESOP), subject to the terms and conditions ofsuch plan as may be adopted and approved by the Board from time to time . The specific number ofoptions, vesting schedule, exercise price, and other terms shall be determined in accordance with the

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(Execution Version) SHAREHOLDERS'AGREEMENT DATE D THI S 2 5 DA Y OF April 2023 BY AND BETWEEN THE SHAREHOLDERS AS SET OUT IN APPENDIX 1 AND NANYANG BIOLOGICS PTE. LTD.

TABLE OF CONTENTS CLAUSE PAGE 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. DEFINITIONS AND INTERPRETATION .................................................................................. 3 EFFECTIVE DATE .................................................................... . .............................................. 7 SHAREHOLDERS ................................................................................................. . ................. 7 BUSINESS ...................................... . . ...................................................................................... 8 . BOARD OF DIRECTORS ........................................................................................................ 9 GENERAL MEETINGS ........................................................................................................... 11 DEADLOCK ........................................

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NYB HOLDINGS LIMITED

2026 Equity Incentive Plan

ARTICLE 1

PURPOSE

The purpose of this NYB Holdings Limited 2026 Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of NYB Holdings Limited (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants who contribute to the success of the Company to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interests and special efforts the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

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DATED THIS ____ DAY OF _________________ 2025

Between

NANYANG TECHNOLOGICAL UNIVERSITY

And

NANYANG BIOLOGICS PTE LTD

INDUSTRY RESEARCH COLLABORATION AGREEMENT

RESEARCH COLLABORATION AGREEMENT

THIS AGREEMENT is entered into on the ___ day of __________________ 2025 between:

(1)	NANYANG TECHNOLOGICAL UNIVERSITY (Company Registration Number: 200604393R), located at 50 Nanyang Avenue, Singapore 639798, and acting throughits School of Biological Sciences (“NTU”);

and

(2)	Nanyang Biologics Pte. Ltd. (Company Registration Number: 202116184H), acompany incorporated in Singapore, having its business address at 10 ANSON ROAD #25-06 INTERNATIONAL PLAZA Singapore 079903 (“Company”).

WHEREAS:

(A)	NTU and the Company are interested in collaborating with each other to jointly undertake the Research Project on the terms and conditions of this Agreement.

THEREFORE the Parties hereby agree as follows:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among, (i) NYB Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”); (ii) NYB Pte. Ltd., a Singapore private company limited by shares (“NYB”); (iii) Nanyang Biologics Pte. Ltd, a Singapore private company limited by shares (“Nanyang Biologics”); (iv) Alfa 24 Limited, a Cayman Islands limited liability company (the “Sponsor”); (v) certain holders of securities of RF Acquisition Corp II. designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (vi) the equityholders designated as NYB Holdings Equityholders on Schedule B hereto (collectively, the “NYB Holdings Equityholders” and, together with the Sponsor, Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized

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FORM OF LOCK-UP AGREEMENT

[●], 2026

[Shareholder]

Re:	Lock-Up Agreement for Company Shares

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) dated October 2, 2025, entered into by and among NYB Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), RF Acquisition Corp II., a Delaware corporation (“SPAC”), NYB Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”) and Nanyang Biologics Pte. Ltd., a Singapore private company limited by shares and a wholly owned subsidiary of PubCo (the “Company”), pursuant to which, among other things, Amalgamation Sub will merge with and into the Company (the “Amalgamation”), with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo, and PubCo will merge with and into SPAC (the “Merger” and together with the Amalgamation, the “M

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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 10.12

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

January 16, 2026

Thomas Kerkaert

i/c/o East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

Re: CFO Offer Letter

Ladies and Gentlemen,

East West Ave Acquisition Corp., a Nevada company (the “Company”), is pleased to offer you the positions (the “Positions”) as Chief Financial Officer and as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your service in your Positions. Should you choose to accept the Positions and such other offices that the Company may appoint from time to time (each an “Office”, including the Positions), this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Capitalized terms used but not defined herein shall have the meanings set

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Exhibit 10.13

East West Ave Acquisition Corp

Board of Director Officer Letter

[__], 2026

Dear [__],

On behalf of East West Ave Acquisition Corp, a Nevada company (the “Company”), I am pleased to invite you to join the Company’s Board of Directors (the “Board”), subject to the effectiveness of the registration statement on Form S-1 in connection with the initial public offering of the Company (the date of such election being the “Effective Date”). You will serve as a director from the Effective Date until the date upon which you are not re-elected or your earlier removal or resignation.

In consideration for your service on the Board and subject to approval by the Board, you will receive the compensation set forth in Schedule I attached hereto.

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of March 5, 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the party identified on the signature page hereto (the “Buyer”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Buyer is another sponsor of the Company;

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting one share of common stock, $0.0001 par value, and one right (the “IPO”);

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Exhibit 10.11

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

[XX], 2026

East West Ave LLC

[address]

Re: Administrative Service Agreement

Ladies and Gentlemen:

This letter agreement by and between East West Ave Acquisition Corp. (the “Company”) and East West Ave LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No.333-295205) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) 12 months from the Effective Date, or 15 months if we enter into a definitive business combination agreement within 12 months from the Effective Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement).

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Exhibit 10.10

SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [   ], 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting of one share of common stock, $0.0001 par value, and one right (the “IPO”);

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