Browse EX-10 agreements

(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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