Browse EX-10 agreements

Exhibit 10.2

Securities Purchase AGREEMENT

This SECURITIES PURCHASE Agreement (this “Agreement”) is made as of May 11, 2026, by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and The Patel Family, LLP, a Delaware limited liability partnership (“Purchaser”).

For this and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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Exhibit 10.1

AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT****AGREEMENT

This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 2nd day of March, 2026, by and among Third Point Private Capital Partners, a Delaware statutory trust (the “Fund”), and Third Point Private Capital LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Adviser and the Fund previously entered into an expense support and conditional reimbursement agreement, dated May 7, 2025 (the “Previous Agreement”);

WHEREAS, the parties hereto desire to amend and restate the Previous Agreement in its entirely and replace it with this Agreement;

WHEREAS, the Fund is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

This Confidential Separation Agreement and General Release (“Agreement”) is made and entered into by and between Lee Fraser (“Executive”), BLC Management Company, LLC (the “Company”), and Planet 13 Holdings Inc. (“Parent”). Executive and the Company are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

WHEREAS it is the express intention of the Parties to fully and finally close and settle all claims, controversies, actions and disputes, whether known or unknown, which have arisen or may arise in the future relating to Executive’s employment with and subsequent separation from the Company.

WHEREAS, the Parties believe that the terms and conditions of this Agreement are fair and reasonable, and the result of an arms-length, bargained-for exchange.

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CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made as of March 18, 2026, by and between Tendler Biotech Consulting LLC, a New Jersey limited liability company with principal offices at 867 Columbus Drive, Teaneck, NJ 07666 ("Consultant") and Tuhura Biosciences, Inc a Company with principal offices at 10500 University Center Drive Suite 110 Tampa, FL 33612 ("Company").

Background:

Company is in need of support and guidance for the research, development and implementation of its biomedical products (“Company Projects”).

Consultant has expertise in the research, development and implementation of biomedical products.

Company and Consultant, in consideration of the mutual covenants herein contained, and other good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound agree as follows:

Section 1. Engagement; Extent of Consultant’s Services; No Restriction on other Engagements.

(a)

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FIRST AMENDMENT TO LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of May 15, 2026, is entered into by and among TUHURA BIOSCIENCES, INC., a Nevada corporation (“Borrower”), and PARKVIEW HOLDINGS ONE LLC, a Florida limited liability company (“Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Loan Agreement referenced below.

RECITALS:

WHEREAS, Borrower and Lender are party to that certain Loan Agreement, dated as of April 21, 2026 (together with all exhibits and schedules thereto and any further amendments and modifications thereof from time to time made in accordance with the terms thereof being hereinafter referred to as the “Loan Agreement”); and

WHEREAS, Borrower and Lender desire to amend the Loan Agreement to incorporate certain terms that were agreed to between Borrower and Lender as of the Closing Date, but which, as the result of a scrivener’s error, were not reflected in the Loan Agreement.

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RED ROBIN GOURMET BURGERS, INC.

EMPLOYMENT INDUCEMENT AWARD

PERFORMANCE STOCK UNIT AWARD AGREEMENT

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT(this “Award Agreement”) between Red Robin Gourmet Burgers, Inc. (the “Company”), and Mark Graff (“Grantee”)

Grantee has been granted target performance stock units as follows:

Grantee: Mark Graff

Date of Grant: May 15, 2026

Target Performance Stock Units (the “Target PSUs”): 158,310

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has adopted the Company’s 2024 Performance Incentive Plan, as may be amended from time to time (the “Plan”);

WHEREAS, Although this Award Agreement is not made under the Plan, this Award Agreement will be granted subject to and in accordance with the terms and conditions of the Plan as if the award were granted under the Plan, to the extent applicable; and

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RED ROBIN GOURMET BURGERS, INC. EMPLOYMENT INDUCEMENT AWARD RESTRICTED STOCK UNIT GRANT AGREEMENT

THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Award Agreement”) between RED ROBIN GOURMET BURGERS, INC. (the “Company”) and Mark Graff (“Grantee”).

Grantee has been granted an award of restricted stock units as follows:

Grantee: Mark Graff

Date of Grant: May 15, 2026

Number of restricted stock units: 79,155

These units are restricted until the vesting date(s) shown below, at which time you will receive shares of Company Stock.

Vesting Schedule: This award will vest in accordance with the following schedule:

Vesting Date		# of Shares
05/15/2027		26,385
05/15/2028		26,385
05/15/2029		26,385

RECITALS

A.        The Board of Directors has adopted, and the stockholders have approved, the Red Robin Gourmet Burgers, Inc. 2024 Performance Incentive Plan, as may be amended from time to time (the “Plan”);

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FREEDOM METALS ACQUISITION CORP. 3250 NE 1st Ave, 305

Miami, FL 33137

[●], 2026

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between Freedom Metals Acquisitions Corp. (the “Company”) and NLC America SPAC 1 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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FREEDOM METALS ACQUISITION CORP.

190 Elgin Avenue

George Town, Grand Cayman KY1-9008

Cayman Islands

March 23, 2026

Freedom Metals Acquisition Corp.

3250 NE 1st Ave, 305

Miami, FL 33137

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer NLC America SPAC 1 LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 10,541, 667 Class B ordinary shares of the Company, $0.0001 par value per share (“Class B Ordinary Shares”, or each a “Share” and together, the “Shares”), up to 1,375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “**Ordinary

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $300,000	March 23, 2026

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AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of May 15, 2026, by and among (a) DELEK US HOLDINGS, INC., a Delaware corporation (“Borrower”), (b) the Guarantors party hereto, (c) the Lenders party hereto, (d) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent and collateral agent for each member of the Lender Group prior to giving effect to this Amendment and Refinancing (as defined below) hereunder (in such capacities, the “Existing Agent”), (e) after giving effect to this Amendment and the Refinancing (as defined below) hereunder, MUFG BANK, LTD. (“MUFG”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers after giving effect to this Amendment and the Refinancing hereunder (in such capacity, “Administrative Agent”) and (f) U.S. Bank Trust Company, National Association (“US Bank”), in its capacity as

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Exhibit 10.302

EXECUTION DRAFT

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PROMISSORY****NOTE

$500,000.00December 16 , 2025

*FORVALUERECEIVED,*the undersigned, LODGING*FUND REITIII*OP,****LP,**a

Delaware limited partnership ("Maker"), having an address at 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103, HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of *ARCADEFARGO*LLC,**a Delaware limited liability company (together with its successors and assigns, "Holder"), having an address at c/o Arcade Capital LLC, 477 Madison Avenue, 6th Floor, New York, New York 10022, the aggregate principal amount of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the "Principal Amount"), together with accrued interest (at the applicable rate) thereon, as the same shall become due and payable in accordance with the terms hereof.

1.Definitions. For purposes of this Promissory Note (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Note"), the following terms have the meanings set forth below:

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