TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”) is made as of [●], 2026, by and between FiEE, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR] (the “Director”).

WHEREAS, the Director is a member of the board of directors of the Company (the “Board”);

WHEREAS, the Company and the Director are parties to that certain Director Agreement, dated as of [●] (the “Director Agreement”); and

WHEREAS, the Company and the Director wish to terminate the Director Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Termination of Director Agreement. The Director Agreement is hereby terminated in its entirety as of the date hereof and neither the Company nor the Director shall have any further rights or obligations thereunder or any continuing liability to the other party thereto. For the avoidance of doubt, the Director is not resigning from the Board and the Director shall continue to serve on the Board following the termination of the Director Agreement until his or her successor shall be elected or until his or her death, resignation or removal.

2. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflicts of laws principles.

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Exhibit 10.2

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of August 12, 2026, by and between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 12, 2026, between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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Gaxos.ai Inc.

August 14, 2026

Holder of Common Stock Purchase Warrants

Re:	Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

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Gaxos.ai Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants) of the warrants set forth on Exhibit A hereto (the “First Closing Existing Warrants”) and Exhibit B hereto (the “Second Closing Existing Warrants” and, collectively with the First Closing Existing Warrants, the “Existing Warrants”) held by you in consideration for exercising by you for cash all of the Existing Warrants, as set forth on the signature page hereto. The resale of the shares of Common Stock underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered pursuant to the registration statements on Form S-1 (File No. 333-284435) and Form S-3 (File No. 333-282739) (the “Registration Statement”). The Registration Statements are currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the resale of the Existing Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the New Warrants

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CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [***]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This First Amendment to the Purchase and Sale Agreement (this “FirstAmendment”) is made as of May 1, 2026 (the “FirstAmendment Effective Date”), by and between Sagard Healthcare Partners Funding Borrower SPE 2, LP, a Delaware limited partnership (“Sagard”) and MacroGenics, Inc., a Delaware corporation (the “Seller”). Sagard and Seller are collectively referred to herein as the “Parties” and individually as a “Party.”

BACKGROUND

WHEREAS,Sagard Healthcare Partners (Delaware) II LP, a Delaware limited partnership entered into that certain Purchase and Sale Agreement, dated as of June 9, 2025 (the “Original Agreement,” and as amended by this First Amendment, the “Agreement”) with Seller and subsequently assigned all of its rights, title, interest and benefit thereunder (including, without limitation, the Purchased Assets thereunder) to Sagard effective as of October 7, 2025 pursuant to Section 10.3(c) of the Original Agreement.

WHEREAS, the Parties wish to amend the Original Agreement as set forth in this First Amendment.

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DocusignEnvelopeID:89E100F3-5A7B-85FB-8227-6E586E221E6D

KeyTerms,Page

30573248v1155670.002.26

4907-8076-8939

Exhibit 10.4

EXECUTION VERSION

AGREEMENTOFPURCHASEANDSALE

DallasMidtown,Dallas,Texas

KEYTERMSSUMMARY

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EXECUTIONVERSION

B1BANK–LOANNO.10000160820-10001

OMNIBUSAGREEMENT

THISOMNIBUSAGREEMENT(asamended,modifiedorrestatedfromtimeto time,this“Agreement”) datedasofJuly24,2026(the“EffectiveDate”)isexecutedby(a)SERITAGEGROWTHPROPERTIES,L.P.,a Delaware limited partnership (“Borrower”), and (b)SERITAGE SRC FINANCE LLC, a Delaware limitedliability company, SERITAGE SRC MEZZANINE FINANCE LLC, a Delaware limited liability company, SRG LIMITEDPARTNER,LLC,aDelawarelimitedliabilitycompany,andSERITAGEGROWTHPROPERTIES, a Maryland real estate investment trust (whether one or more, “Guarantor” and together with Borrower,“Obligors”), and (c)b1BANK, a Louisiana state-chartered bank (together with its successors and assigns,“Lender”).

RECITALS

WHEREAS, Lender is making a revolving credit facility available to Borrower pursuant to (a)that certain Business Loan Agreement dated as of the Effective Date by and between Lender and Borrower (as amended,restated or otherwise modified from time to time, the “Business Loan Agreement”), and (b)that certain PROMISSORY NOTE dated as of the Effective Date, in the original principal amount of TWENTY-FIVE MILLION AND 00/100 DOLLARS ($25,000,000.00) (the “Commitment”), made by Borrower and payable to the order of Lender (as amended, restated or otherwise modified from time to time, the “Note”);

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Exhibit 10.2

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BUSINESSLOANAGREEMENT

Principal$25,000,000.00	Loan Date07-24-2026	Maturity07-24-2028	Loan No***	Call/Coll4A/9	Account00000399823	Officer1478	Initials

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EXECUTIONVERSION

B1BANK–LOANNO.10000160875-10001

LOANANDSECURITYAGREEMENT

THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) datedasofJuly24,2026(the“EffectiveDate”),isbetween(a)b1BANK,aLouisianastate-charteredbank(together with its successors and assigns, “Lender”) and (b)SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Borrower”).

RECITALS

WHEREAS Borrower (a)has determined that Borrower will benefit specifically and materially from the Credit Facility contemplated by this Agreement, and (b)has requested and bargained for the structure, terms and obligations set forth in the Loan Documents.

WHEREAS Lender is willing to make the Credit Facility available upon and subject to the provisions, terms and conditions set forth in the Loan Documents.

NOWTHEREFORE,thepartieshereto,intendingtobelegallybound,agreeasfollows:

1.

Definitions. As used in this Agreement, all exhibits, appendices, and schedules hereto, and in any other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1or in the provisions, sections, or recitals herein:

“Advance”meansanyadvanceundertheCreditFacility,whichadvanceshallbepartoftheLoan.

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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CORVEX, INC.

June 2, 2026

Nicholas Donofrio

Email: nmd@us.ibm.com

Re: Director Services to Corvex, Inc.

Dear Nicholas:

This letter agreement is to confirm our understanding with respect to your role as a member of the Board of Directors (the “Board”) of Corvex, Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to serve the Company as a member of the Board. The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of the date you are elected as a member of the Board at the Company’s 2026 Annual Meeting of Stockholders to be held in June 2026 (the “Effective Date”):

1. Position. Subject to your election as a member of the Board on or about the Effective Date, you will serve until your successor is duly elected and qualified, or until the earlier of your death, resignation or removal. In your capacity as a member of the Board, you have a fiduciary obligation to all the stockholders of the Company, including obligations with respect to maintaining the confidentiality of non-public information. Upon your election as a member of the Board, subject to recommendation by the Nominating and Corporate Governance Committee to the Board and appointment by the Board, you shall serve as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. As a member of the Board, you are expected to be available to attend periodic

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