Browse EX-10 agreements

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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THIRD OMNIBUS AMENDMENT TO

SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS

THIS THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS (this “Amendment”) is dated as of May 27, 2026 by and among NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“NKGen OpCo”), NKGEN BIOTECH, INC., a Delaware corporation (“NKGen Bio”, and collectively with NKGen OpCo, the “Borrowers”), and AlpineBrook Capital GP I Limited (“AlpineBrook” or the “Lender”, and together with the Loan Parties, the “Parties”).

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EXECUTION VERSION

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of May 29, 2026 (the “Fourth Amendment Effective Date”), by and among CACTUS COMPANIES, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the meaning set forth in the Amended Credit Agreement (as defined below).

RECITALS:

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AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (together with any attachments referenced below, this “Agreement”) is made effective as of June 1, 2026 (the “Effective Date”), by and between Allarity Therapeutics, Inc. a Delaware corporation (“Company”), and Ljungaskog Consulting AB, a Swedish limited liability company (“Consultant”). Company and Consultant are also referred to as the “Parties” and each as a “Party.”

Consultant shall be further identified as follows:

Address	Primary Contact Name
[*****]	[*****]
Telephone	Primary Contact Email
[*****]	[*****]

The Parties, intending legally and equitably to be bound, agree as follows:

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Execution Version

THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

This Third Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of June 1, 2026, by and among WORTHINGTON STEEL, INC., an Ohio corporation (“Worthington Steel” or “Borrower”), WORTHINGTON WSP, LLC, a Michigan limited liability company (“WSP”), TEMPEL STEEL COMPANY, LLC, an Illinois limited liability company (“Tempel”), T DO B, LLC, an Illinois limited liability company (“T DO B”), TEMPEL CANADA COMPANY, a Nova Scotia company (“Tempel Canada”), TEMPEL DE MEXICO, S. DE R.L. DE C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable (“Tempel Mexico”), WORTHINGTON STEEL ROME, LLC, an Ohio limited liability company (“Rome”), THE WORTHINGTON STEEL COMPANY, LLC, an Ohio limited liability company (“Worthington Company”), THE WORTHINGTON STEEL COMPANY, an Ohio corporation (“Steel Company”), WORTHINGTON TAYLOR, LLC, a Michigan limited liability company

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