Browse EX-10 agreements

** **

BIONEXUS GENE LAB CORP. | 2025 EQUITY INCENTIVE PLAN

THE SECURITIES ISSUED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE ACT UNLESS THE SECURITIES ARE REGISTERED IN THE UNITED STATES OR AN EXEMPTION UNDER THE ACT IS AVAILABLE. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES OFFERED HEREBY ARE PROHIBITED UNLESS IN COMPLIANCE WITH THE ACT.

BIONEXUS GENE LAB CORP.

2025 EQUITY INCENTIVE PLAN

OTHER STOCK-BASED AWARD AGREEMENT

AND REGULATION S CERTIFICATION

Participant	[Participant Name]
Capacity	[Capacity]
Grant Date	August 13, 2026
Award	[Number] shares of Common Stock
Award Form	Fully vested Other Stock-Based Award under Section 5 of the Plan
Grant-Date Measure	US$1.55 per share; aggregate Plan value US$[Amount]
Consideration	Completed services; bonus award; no cash consideration

…

BIONEXUS GENE LAB CORP. | CEO AND PRESIDENT EMPLOYMENT AGREEMENT

PRIVATE & CONFIDENTIAL

CHIEF EXECUTIVE OFFICER AND PRESIDENT

EMPLOYMENT AGREEMENT

between

BIONEXUS GENE LAB CORP.

and

SU-LENG TAN LEE

Effective 1 September 2026

THIS CHIEF EXECUTIVE OFFICER AND PRESIDENT EMPLOYMENT AGREEMENT (this “Agreement”) is made on August 13, 2026 and takes effect on 1 September 2026 (the “Effective Date”).

BETWEEN:

(1)	BioNexus Gene Lab Corp., a Wyoming corporation (the “Company”); and
(2)	Su-Leng Tan Lee (the “Executive”).

RECITALS

A.	The Executive was appointed under a letter dated 15 August 2023, with employment commencing on 1 September 2023, and currently serves as the Company’s Chief Executive Officer and President and as a member of its Board of Directors.

…

** **

EMPLOYMENT AGREEMENT

This Employment Agreement (as the same may be amended from time to time in accordance with its terms, this “Agreement”), is entered into as of June 2, 2026 between Affinity Advisory Holding Corp. (the “Company”) and Robert Hall (the “Executive”).

R E C I T A L S

WHERAS, the Company, Executive, and certain affiliates of Executive, have entered into a Membership Interest Purchase Agreement dated of even date herewith (the “Purchase Agreement”), whereby Executive and certain affiliates of Executive are selling to the Company the membership interests of Affinity Advisory Network, LLC (“Affinity”) and AAN Wealth Advisors, LLC (“AAN” and together with Affinity, the “AAN Business”) (the “Transaction”). This Agreement will become effective as of the closing of the Transaction (the “Closing Date”) (for the avoidance of doubt, if the Transaction does not close and the Closing Date does not occur, this Agreement shall be null and void).

WHEREAS, the Company desires to employ the Executive, and the Executive has agreed to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

…

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of July 13, 2026, is made by and among Affinity Advisory Holdings Corp., a Delaware corporation (the “Company”), Nu Ride Inc., a Delaware corporation (“Parent”), each of the other Persons listed on the signature pages attached hereto (collectively, the “RH Trust Holders” and each, an “RH Trust Holder”), and each other Person who executes a joinder in the form of Exhibit A attached hereto after the date hereof (collectively, the “Additional Holders” and each, an “Additional Holder”, and together with the RH Trust Holders and their respective Permitted Transferees, the “Minority Stockholders” and each, a “Minority Stockholder”, and collectively with Parent, the RH Trust Holders and their respective Permitted Transferees, the “Stockholders” and individually a “Stockholder”). Capitalized terms used herein but not otherwise defined have their meanings set forth in Section 1.

WHEREAS, each Stockholder owns certain shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”); and

WHEREAS, the Company and the Stockholders desire to enter into this Agreement for the purposes of, among other things, establishing the composition of the Board and the manner and terms by which the Stockholder Shares may be transferred.

…

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

AFFINITY ADVISORY HOLDINGS CORP.,

AFFINITY ADVISORY NETWORK, LLC,

AAN WEALTH ADVISORS, LLC,

HIH M MFTG TRUST,

THE HALL COMPANIES CORPORATE OHIO LEGACY TRUST

and

ROBERT HALL

Dated as of June 2, 2026

TABLE OF CONTENTS

Article I PURCHASE AND SALE		1
	Section 1.1 Purchase and Sale of the Purchased Interests	1
	Section 1.2 Closing	2
	Section 1.3 Deliveries at Closing	2
	Section 1.4 Closing Purchase Price Adjustment	5
	Section 1.5 Earnout	8

…

AMENDED AND RESTATED FIFTH AMENDMENT

TO

MASTER LEASE AGREEMENT

This Amended and Restated Fifth Amendment to Master Lease Agreement (the “Amended and Restated Fifth Amendment”) is dated August 11, 2026 (the “Effective Date”), by and between KCP RE LLC, a Delaware limited liability company (“Landlord”), and KINDERCARE EDUCATION LLC, a Delaware limited liability company (f/k/a Knowledge Universe Education LLC) (“Tenant”).

RECITALS

WHEREAS, Landlord and Tenant entered into a Master Lease Agreement as of August 1, 2015 (the “Original Lease”), as amended pursuant to a First Amendment to Master Lease Agreement dated as of November 13, 2015 (the “First Amendment”), a Second Amendment to Master Lease dated as of April 4, 2018 (the “Second Amendment”), a Third Amendment to Master Lease Agreement dated June 11, 2020 (the “Third Amendment”), a letter agreement dated October 21, 2020 (the “2020 Letter Agreement”), a Fourth Amendment to Master Lease Agreement dated June 3, 2022 (the “Fourth Amendment”) and a Fifth Amendment to Master Lease Agreement dated April 8, 2026 (the “Fifth Amendment”). This Amended and Restated Fifth Amendment amends, restates and supersedes the Fifth Amendment in its entirety. The New Master Lease referred to in the Fifth Amendment is hereby cancelled and superseded by the New Master Lease referred to in Section 2 of this Amended and Restated Fifth Amendment. The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment, 2020 Letter Agreement, and Fourth

…

EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 26, 2026 (the “Amendment”), is made pursuant to that certain Credit Agreement, dated as of November 12, 2024 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPT SPV 16 SUB (US) LLC, a Delaware limited liability company, as borrower (the “Borrower”); TRINITY CAPITAL ADVISER LLC, a Delaware limited liability company, as servicer (together with its permitted successors and assigns, the “Servicer”); the financial institutions currently party thereto as lenders (the “Lenders”); KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Secured Parties (together with its successors and assigns in such capacity, the “Administrative Agent”) and as syndication agent (together with its successors and assigns in such capacity, the “Syndication Agent”); and COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity but as collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”). W I T N E S S E T H: WHEREAS, the Borrower, the Servicer, the Lenders, the Administrative Agent, the Syndication Agent and the Collateral Custodian have previously entered into and are currently party to the Credit Agreement; and WHEREAS, the Borrower has requested that the Lenders make certain amendments to the Credit Agreement, and the Administrative Agent and the Lenders are willing to do so under the terms and conditions set forth in this Amendment. NOW,

…

EXECUTION VERSION CREDIT AGREEMENT dated as of August 14, 2026 among CARVANA CO., as Borrower THE LENDERS PARTY HERETO FROM TIME TO TIME and BARCLAYS BANK PLC, as Administrative Agent _______________________________ BARCLAYS BANK PLC, WELLS FARGO SECURITIES, LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., and DEUTSCHE BANK SECURITIES INC., as Lead Arrangers and BARCLAYS BANK PLC, as Syndication Agent

---

i TABLE OF CONTENTS SECTION 1.DEFINITIONS ..................................................................................................................... 1 1.1 DEFINED TERMS .......................................................................................................................... 1 1.2 OTHER DEFINITIONAL PROVISIONS; INTERPRETATIVE RULES .................................................. 66 1.3 CERTAIN CALCULATIONS AND TESTS ....................................................................................... 67 1.4 DIVISIONS .................................................................................................................................. 70 1.5 INTEREST RATES ........................................................................................................................ 71 1.6 CASHLESS ROLLOVERS .............................................................................................................. 71 1.7 EXCHANGE RATES; CURRENCY EQUIVALENTS

…

Supplemental Agreement to the Investment Agreement

This Supplemental Agreement is entered into by the following parties on May 31, 2026:

	1.	Party A: Guangzhou Yinlian Culture Co., Ltd., registered address: Room Z345, 17th Floor, Building A, No. 298 Yanjiang Middle Road, Yuexiu District, Guangzhou (hereinafter referred to as the “Company”);

	2.	Party B: FiEE (HK) Limited, office address: Unit A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong (hereinafter referred to as “FiEE” or the “Investor”);

(In this Supplemental Agreement, each of the above parties is individually referred to as a “Party” and collectively as the “Parties”.)

Whereas:

…

ExecutionVersion

FOURTHAMENDMENTTOCREDITAGREEMENT

ThisFOURTH AMENDMENT TO CREDIT AGREEMENT (this"Amendment"), dated as of May 5, 2026 and effective as of the date hereof, is made by and among BALLY'S CORPORATION, a Delaware corporation (the "Borrower"), the guarantors (the "Guarantors", and together with the Borrower, the"Credit Parties") party to the Existing Credit Agreement (as hereinafterdefined)andDEUTSCHEBANKAGNEWYORKBRANCH,asadministrativeagent (in such capacity, together with its successors in such capacity, the"Administrative Agent") and ascollateral agent (in such capacity, together with itssuccessors insuch capacity, the"CollateralAgent") under the Existing Credit Agreement.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 1, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of June 23, 2023,thatcertainSecondAmendmenttoCreditAgreement,datedasofMay14,2025,thatcertain Third Amendment to Credit Agreement, dated as of September 11, 2025 (the "ThirdAmendment"), that certain Incremental Joinder Agreement, dated asof September 29, 2025 and as further amended, restated, amended and restated, replaced, supplemented, or otherwise modifiedpriortogivingeffecttotheamendmentscontemplated bythisAmendment,the"ExistingCredit Agreement"and the Existing Credit Agreement, as amended by this Amendment and as further amended, restated, amended and restated, supplemented orotherwise modified from time totime,the"AmendedCreditAgreement"), byandamongtheBorrower,theGuarantorsfromtime to time party thereto, the

…

​

*Portions of the exhibit have been excluded because it is both not material and is the type of information that the registrant treats as private or confidential.

​

LEASE AGREEMENT

​

THIS LEASE AGREEMENT (this “Lease”) is made this *  9  *  day of July, 2026 (the “Effective Date”), between ARE-SD REGION NO. 39 OWNER, LLC, a Delaware limited liability company (“Landlord”), and CAPRICOR THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

​

BASIC LEASE PROVISIONS

​

Building:	9625 Towne Centre Drive, San Diego, California

​

| | |

…

​

Exhibit 10.1

​

*Portions of the exhibit have been excluded because it is both not material and is the type of information that the registrant treats as private or confidential.

​

LICENSE AGREEMENT

​

THIS LICENSE AGREEMENT (the "Agreement") is made as of this 14th day of May, 2026 (the "Effective Date"), between ARE-SD REGION NO. 39 OWNER, LLC, a Delaware limited liability company ("Licensor"), and CAPRICOR THERAPEUTICS, INC., a Delaware corporation ("Licensee").

​

RECITALS:

​

A.Licensor is the owner of that certain 3-story building with 1 subterranean level, containing approximately 171,001 rentable square feet, commonly known as 9625 Towne Centre Drive, San Diego, California ("Building"), which is part of that certain project comprised of approximately 7.48 acres of land, together with all improvements thereon and appurtenances thereto, as described on Exhibit A (the "Project").

​

B.Licensee desires to have a temporary license to use the entire Building, as shown on

Exhibit B attached hereto (the "Licensed Premises").

​

C.Licensor and License are currently negotiating a Lease Agreement (the "Lease") which provides for a lease of the Licensed Premises.

​

D.Licensee and Licensor wish to confirm the terms and conditions upon which Licensee may use the Licensed Premises.

​

…