REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2021, is made and entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • May 25th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 20, 2021, is by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Graf Acquisition Corp. IV The Woodlands, TX 77380Securities Subscription Agreement • April 12th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 29, 2021 by and between Graf Acquisition Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Graf Industrial Corp. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2021 • Graf Acquisition Corp. IV • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
Graf Acquisition Corp. IV The Woodlands, Texas 77380Underwriting Agreement • May 25th, 2021 • Graf Acquisition Corp. IV • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defin
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 20, 2021 by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NKGEN BIOTECH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2023 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between NKGen Biotech, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 5th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 28, 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.Security Agreement • August 9th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances)
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the unsecured promissory note in the principal amount of $2,750,000.00 to the Holder (as defined below) of even date) (the “Note”), CFIC-2015 NV FAMILY INVESTMENTS, LLC (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from NKGEN BIOTECH, INC., a Delaware corporation (the “Company”), 2,750,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 7, 2024, by and among the Company and the Holder (the
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 25th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 20, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
GRAF ACQUISITION CORP. IV 15,000,000 Units Underwriting AgreementUnderwriting Agreement • May 25th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 15,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 2,250,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, GFOR and Target on the Trade Date specified below. The term “Counterparty” refers to GFOR...Otc Equity Prepaid Forward Transaction • September 29th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, GFOR and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
NKGEN BIOTECH, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • June 26th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, NKGen Biotech, Inc. (the “Company”) has granted you an option under its 2019 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diametric True Alpha Enhanced Market Neutral Master Fund, with its address at 201 Washington Street, Boston, MA 02108 (the “Buyer”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2023 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of September 29, 2023 by and among (i) NKGen Biotech, Inc., a Delaware corporation (formerly known as Graf Acquisition Corp. IV, the “Company”), (ii) Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Sponsor”), (iii) certain former stockholders of NKGen Operating Biotech, Inc., a Delaware corporation (formerly known as NKGen Biotech, Inc., the “Legacy NKGen”), set forth on Schedule I hereto under the heading “NKGen Insiders” (the “NKGen Insiders”) and (iii) certain former directors and officers of the Company prior to the Business Combination (as defined below) set forth on Schedule I hereto under the heading “Graf Insiders” (the “Graf Insiders” and, together with the NKGen Insiders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, each a “Holder” and, collectively, the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
Loan AgreementLoan Agreement • August 4th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
FOR VALUE RECEIVED, NKGEN BIOTECH, INC.(the “Borrower”), a corporation duly organized and existing under the laws of USA located at 3001 Daimler Street Santa Ana, CA 92705, hereby promises to pay to the order of NKMAX Co., Ltd.(the “Lender”), a corporation duly organized and existing under the laws of Republic of Korea, located at 172 Dolma-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea, the principal sum of one million U.S. dollars (USD1,000,000) in accordance with the terms set forth below.
GRAF ACQUISITION CORP. IV The Woodlands, Texas 77380Administrative Services Agreement • May 5th, 2021 • Graf Acquisition Corp. IV • Blank checks • New York
This letter agreement (this “Agreement”) by and among Graf Acquisition Corp. IV (the “Company”) and G-SPAC Management 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 New York Stock Exchange (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”):
LOCKUP AGREEMENTLockup Agreement • October 19th, 2023 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
This Lockup Agreement is dated as of [·], 2023 and is between (i) Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), (ii) each holder of 5% or more of the shares of Fully Diluted Company Common Stock as of the date of the Merger Agreement (as defined below) each Company Management Holder that holds Equity Securities (as defined below) of the Company set forth in Exhibit A hereto and (iii) the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with Acquiror in order to become a “Stockholder Party” for purposes of this Agreement (the foregoing Persons other than Acquiror collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
SECOND AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENTSponsor Support and Lockup Agreement • October 5th, 2023 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances)
This Second Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September [26], 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc., a Delaware corporation (the “Company”) and solely with respect to Section 1.4, Section 1.5, Section 1.6, Section 1.7, Section 1.8, Section 1.9, Section 1.10, ARTICLE II and ARTICLE III, the Persons set forth on Schedule I hereto (each, an “Insider” and, together with the Graf Sponsor, the “Insiders”). Acquiror, the Insiders and the Company are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party”. This Agreement amends and restates the Amended and Restated Sponsor Support and Lockup Agreement, dated as of September 21, 2023, entered into among the parties hereto. Unless ot
SECOND LETTER AGREEMENT REGARDING UNSECURED NOTESecond Letter Agreement Regarding Unsecured Note • August 9th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Letter Agreement (“Letter”), dated as of August 7, 2024, is made between Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”).
SUPPORT AGREEMENTSupport Agreement • October 19th, 2023 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances)
This Support Agreement (this “Agreement”), dated as of April 14, 2023, is entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, each, a “Stockholder” and together, the “Stockholders”).
Graf Acquisition Corp. IV The Woodlands, Texas 77380Underwriting Agreement • July 14th, 2021 • Graf Acquisition Corp. IV • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to the underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were be sold in the Public Offering pursuant to a registration stat
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances) • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September [●], 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
EQUITY AND BUSINESS LOAN AGREEMENTEquity and Business Loan Agreement • April 11th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • New York
AMENDMENT TO Amended and restated license agreementLicense Agreement • August 4th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
This Amendment to Amended and Restated License Agreement (this “Amendment”) is made and entered into effective as of August 1, 2023, by and between NKMAX Co., Ltd, a company organized and existing under the laws of the Republic of Korea, having its registered office at 1F/6F SNUH Healthcare Innovation Park, 172, Dolma-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 13605, Republic of Korea (“Licensor”), and NKGEN Biotech, Inc., a company organized and existing under the laws of the State of Delaware, USA, having its registered office at 3001 Daimler Street, Santa Ana, CA 92705, USA (“Licensee”). Licensor and Licensee each may be referred to herein individually as a “Party,” or collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Amended and Restated Agreement (as defined below).
FORWARD PURCHASE AGREEMENT Confirmation SECOND AMENDMENTForward Purchase Agreement • January 8th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances)
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT, dated as of January 8, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” and formerly known as Graf Acquisition Corp. IV, a Delaware corporation).
LETTER AGREEMENT REGARDING SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances)
This Letter Agreement (“Letter”), dated as of August 7, 2024, is made between CFIC-2015 NV FAMILY INVESTMENTS, LLC (the “Buyer”) and NKGEN BIOTECH, INC. (the “Company”).
AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENTSponsor Support and Lockup Agreement • September 22nd, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
This Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September 21, 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc., a Delaware corporation (the “Company”) and solely with respect to Section 1.4, Section 1.5, Section 1.6, Section 1.7, Section 1.8, Section 1.9, Section 1.10, ARTICLE II and ARTICLE III, the Persons set forth on Schedule I hereto (each, an “Insider” and, together with the Graf Sponsor, the “Insiders”). Acquiror, the Insiders and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. This Agreement amends and restates the Sponsor Support and Lockup Agreement, dated as of April 14, 2023, entered into among the parties hereto. Unless otherwise defined in Section 3.1, ca
Agreement and Plan of Merger amongAgreement and Plan of Merger • April 17th, 2023 • Graf Acquisition Corp. IV • Blank checks • Delaware
If any provision or provisions of this Second Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Second Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Nevis
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”), dated as of May 13, 2024, is made between NKGen Biotech Inc. and Generating Alpha Ltd. Capitalized terms used herein and not otherwise defined in this First Amendment have the meanings ascribed to them in the Securities Purchase Agreement (hereinafter defined).
LETTER AGREEMENT REGARDING UNSECURED NOTEUnsecured Note Agreement • April 29th, 2024 • NKGen Biotech, Inc. • Biological products, (no disgnostic substances) • Delaware
This Letter Agreement (“Letter “), dated as of April 28, 2024, is made between Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diametric True Alpha Enhanced Market Neutral Master Fund LP (“Lender”) and NKGEN BIOTECH, INC. (“Borrower”).
Loan AgreementLoan Agreement • August 4th, 2023 • Graf Acquisition Corp. IV • Biological products, (no disgnostic substances)
FOR VALUE RECEIVED, NKGEN BIOTECH, INC.(the “Borrower”), a corporation duly organized and existing under the laws of USA located at 3001 Daimler Street Santa Ana, CA 92705, hereby promises to pay to the order of NKMAX Co., Ltd.(the “Lender”), a corporation duly organized and existing under the laws of Republic of Korea, located at 172 Dolma-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea, the principal sum of five hundred thousand U.S. dollars (USD500,000) in accordance with the terms set forth below.
