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”).
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”).
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
GRAF ACQUISITION CORP. IVNKGen Biotech, Inc. • October 5th, 2023 • Biological products, (no disgnostic substances) • New York
This letter agreement is entered into in connection with the execution by Meteora Capital, LLC and its affiliated entities (the “Investor”) of that certain Warrant Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, by and between Investor and Graf Acquisition Corp. IV, a Delaware corporation (the “ Company”), and that certain Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”), by and between Investor, the Company and NKGen Biotech, Inc., a Delaware corporation (“NKGen Biotech”), to be entered into by such parties. Capitalized terms used herein shall have the meanings set forth in the Forward Purchase Agreement.
