NKGen Biotech, Inc.

EX-10.1 · THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS, DATE

EX-10.1
 2
 ea029259301ex10-1.htm
 THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS, DATED MAY 27, 2026, BY AND AMONG NKGEN BIOTECH, INC., NKGEN OPERATING BIOTECH, INC., AND ALPINEBROOK CAPITAL GP I LIMITED

 Exhibit 10.1

 THIRD OMNIBUS AMENDMENT TO

 SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS

 THIS THIRD OMNIBUS AMENDMENT
TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS (this “ Amendment ”) is dated as of May 27, 2026 by and among
NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“ NKGen OpCo ”), NKGEN BIOTECH, INC., a Delaware corporation
(“ NKGen Bio ”, and collectively with NKGen OpCo, the “ Borrowers ”), and AlpineBrook
Capital GP I Limited (“ AlpineBrook ” or the “ Lender ”, and together with the Loan Parties,
the “ Parties ”).

 WHEREAS , the Parties
are party to (i) that certain Secured Convertible Loan Agreement, dated as of April 15, 2026, by and among the Borrowers and Lender (as
amended by that certain Omnibus Amendment to Secured Convertible Loan Agreement and other Loan Documents dated April 27, 2027 and that
certain Second Amendment to Secured Convertible Loan Agreement dated May 15, 2026, the “ Existing Loan Agreement ”;
the Existing Loan Agreement, as amended by this Amendment and as may be further amended, restated, supplemented, assigned, or otherwise
modified from time to time, the “ Loan Agreement ”) and (ii) the Closing Date Warrant, the Additional Warrant,
and the Additional Second Amendment Warrant (as may be amended and/or restated from time to time, the “ Existing Warrants ”).

 WHEREAS , the Borrowers
desires the Lender to extend an Additional Loan under the Existing Loan Agreement in the form of a convertible loan with a principal amount
of $2,420,000 (the “ Additional Funding ”);

 WHEREAS , in connection
with such request, the Parties have determined that it is in the best interests of all Parties to amend certain provisions of the Existing
Loan Agreement and Warrants to, among other changes, provide for such Additional Funding, to be documented by a new convertible note to
be issued by the Borrowers in favor of Lender, and increase the number of consideration shares to be issued by NKGen Bio to Lender, in
each case, in accordance with the terms and subject to the conditions set forth in this Amendment.

 WHEREAS , in consideration
of the Lender’s willingness to extend the Additional Funding, the Parties have determined that, among other things, NKGen Bio shall
issue to the Lender a warrant to purchase certain number of shares of Common Stock, substantially in the form attached to the Existing
Loan Agreement as Exhibit B , in accordance with the terms set forth herein.

 NOW, THEREFORE, THIS AGREEMENT
WITNESSETH , for and in consideration of the premises, mutual promises and covenants set forth in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:

 1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement or the other Loan
Documents, as applicable.

 2. Amendments
to the Existing Loan Agreement.

 2.1 Section
1.1.4 . Section 1.1.4 of the Existing Loan Agreement is hereby amended by adding a new clause (c) as follows:

 “(c) On the
Third Amendment Effective Date, the Lender shall within two (2) Business Days extend an Additional Loan with the principal amount of $2,420,000
to the Borrowers, and in connection with the extension of such Additional Loan, the Borrowers shall, jointly and severally, issue to the
Lender the Additional Note #3, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made,
a part of this Agreement. The Borrowers agree that a facilitation fee of $220,000 is fully earned by and owed to the Lender on the Second
Amendment Effective Date and is included in the principal of such Additional Loan as an extension of credit from Lender to the Borrowers.
Therefore, the net proceed for Borrower from such Additional Loan is $2,200,000, and Lender shall within two (2) Business Days of the
Second Amendment Effective Date, wire such amount of net proceed to an account designated by NKGen Bio.”

 2.2 Section
1.5 (Consideration Shares; Warrant) . Section 1.5 of the Loan Agreement is hereby amended and restated to read as follows:

 “In consideration
of the Restructuring and the extension of the Additional Loans documented by the Additional Note #1, Additional Note #2, and Additional
Note #3, NKGen Bio shall issue and deliver electronically to the Lender, at no cost to the Lender, 12,953,947 shares of Common Stock in
accordance with the timeline under Section 1.6.3(a). On the Closing Date, NKGen Bio shall duly issue and deliver to the Lender the Closing
Date Warrant, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made, a part of this Agreement.
On the First Amendment Effective Date, NKGen Bio shall duly issue and deliver to the Lender the Additional Warrant, the terms and provisions
of which shall constitute, and are hereby expressly incorporated in and made, a part of this Agreement. On the Second Amendment Effective
Date, NKGen Bio shall duly issue and deliver to the Lender the Additional Second Amendment Warrant, the terms and provisions of which
shall constitute, and are hereby expressly incorporated in and made, a part of this Agreement. On the Third Amendment Effective Date,
NKGen Bio shall duly issue and deliver to the Lender the Additional Third Amendment Warrant, the terms and provisions of which shall constitute,
and are hereby expressly incorporated in and made, a part of this Agreement.”

 2.3 Section
1.6.3(a) (Conditions Subsequent) . Section 1.6.3(a) of the Loan Agreement is hereby amended and restated to read as follows:

 “Following the
increase of authorized Capital Stock pursuant to Section 3.1.22, NKGen Bio shall issue and deliver electronically to the Lender, at no
cost to the Lender, 12,953,947 shares of Common Stock, evidenced by the statement of ownership or stock certificate, duly executed by
NKGen Bio, in six (6) installments, with the first installment for issuance and delivery of 1,161,476 shares on the 5-month anniversary
of the Closing Date, the second installment for issuance and delivery of 2,661,476 shares on the 10-month anniversary of the Closing Date,
the third installment for issuance and delivery of 2,661,476 shares on the 15-month anniversary of the Closing Date, the forth installment
for issuance and delivery of 2,661,476 shares on the 20-month anniversary of the Closing Date, the fifth installment for issuance and
delivery of 3,001,376 shares on the 25-month anniversary of the Closing Date, and the sixth installment for issuance and delivery of 806,667
shares on the 30-month anniversary of the Closing Date. This Section 1.6.3(a) and NKGen Bio’s obligation hereunder shall survive
the termination or expiration of the Agreement.”

 2.4 Section
3.1.22 ( Increase of Authorized Capital Stock ). Section 3.1.22 of the Loan Agreement is hereby amended and restated to read
as follows:

 “NKGen Bio shall
promptly, but in any event no later than the earlier of (a) two (2) months after the Closing Date and (b) immediately prior to the closing
of the next financing (whether in the form of equity or debt financing) (the “ Stockholder Approval Deadline ”),
obtain stockholder approval to increase its authorized shares such that there are sufficient shares of Common Stock to provide for the
conversion of the 2026 Secured Convertible Note and exercise of the Warrant. In the interim, NKGen Bio shall provide the Lender with evidence
reasonably satisfactory to the Lender of a voting agreement or irrevocable proxies from stockholders representing a majority of the voting
power of NKGen Bio, committing to vote in favor of such increase in authorized shares; provided, that (x) the voting agreements duly executed
by NKGen Biotech Korea Co., Ltd., Graf Acquisition Partner IV LLC, and Paul Song shall be delivered to the Lender on the Closing Date,
the First Amendment Effective Date, the Second Amendment Effective Date, and the Third Amendment Effective Date, and (y) the voting agreements
or irrevocable proxies duly executed by other stockholders shall be delivered to the Holder on or before May 31, 2026.”

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 2.5 Section
8.1 (Definitions) . The following defined terms in Section 8.1 of the Existing Loan Agreement are added, amended or restated as follows:

 “ Additional
Third Amendment Warrant ” means that certain Common Stock Purchase Warrant issued by NKGen Bio to the Lender on May 27, 2026.

 “ Additional
Note #3 ” means that certain Secured Convertible Promissory Note with a principal amount of $2,420,000, dated as of May 27,
2026, issued by the Borrowers in favor of Lender.

 “ Third
Amendment Effective Date ” means May 27, 2026.

 “ Notes ” shall
mean the 2026 Secured Convertible Note, the Additional Note #1, the Additional Note #2, the Additional Note #3, and each other promissory
note or promissory convertible note issued by the Borrowers in favor of the Lender under Section 1.1.4.

 “ Warrant ”
means each of the Closing Date Warrant, the Additional Warrant, the Additional Second Amendment Warrant, the Additional Third Amendment
Warrant and each other warrant that may be issued by NKGen Bio to the Lender in connection with future extension of Additional Loans,
in each case, as amended and/or restated from time to time.

 3. Amendment
to Existing Warrants

 3.1 Section
5 (Non-Circumvention) of Existing Warrants . The second-to-last sentence of Section 5 of each of the Closing Date Warrant, the Additional
Warrant, and the Additional Second Amendment Warrant is hereby amended and restated to read as follows:

 “In the interim,
the Company shall provide the Holder with evidence reasonably satisfactory to the Holder of a voting agreement or irrevocable proxies
from stockholders representing a majority of the voting power of the Company, committing to vote in favor of such increase in authorized
shares; provided, that (x) the voting agreements duly executed by NKGen Biotech Korea Co., Ltd., Graf Acquisition Partner IV LLC, and
Paul Song shall be delivered to the Holder on the Issuance Date and (y) the voting agreements or irrevocable proxies duly executed by
other stockholders shall be delivered to the Holder on or before May 31, 2026.”

 4. Additional
Agreements.

 4.1 The
Borrowers hereby agree that: The execution of this Amendment and the issuance of Additional Note #3 by the Borrowers and the issuance
of the Additional Third Amendment Warrant by NKGen Bio constitute a voluntary, arms-length, and contemporaneous exchange of valuable consideration
between the Borrowers and the Lender.

 5. Limitation
of Amendments.

 5.1 The
amendments set forth in this Amendment are effective for the purposes set forth herein and shall be limited precisely as written and shall
not be deemed to (i) operate as an amendment, waiver or modification of any other term, provision, or condition of the Loan Agreement
or any Related Document, or (ii) otherwise prejudice any right, power or remedy which Lender may now have or may have in the future
under or in connection with the Loan Agreement or any Related Document.

 5.2 All
terms, conditions, representations, warranties, covenants, and agreements set forth in the Loan Agreement or any Related Document, except
as specifically set forth herein, are hereby ratified and confirmed and shall remain in full force and effect.

 6. Integration .
This Amendment represents the entire agreement about the subject matter hereof and supersede prior negotiations or agreements. All prior
agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment
merge into this Amendment.

 3

 7. Prior
Agreement . Except as expressly provided for in this Amendment, the Loan Agreement and the Related Documents are hereby ratified and
reaffirmed and shall remain in full force and effect. This Amendment is not a novation and the terms and conditions of this Amendment
shall be in addition to and supplemental to all terms and conditions set forth in the Loan Agreement and the Related Documents. In the
event of any conflict or inconsistency between this Amendment and the terms of such documents, the terms of this Amendment shall be controlling,
but such document shall not otherwise be affected or the rights therein impaired.

 8. Effectiveness .
This Amendment shall be deemed effective upon the satisfaction of each of the following conditions:

 8.1 The
due execution and delivery of this Amendment by each party hereto.

 8.2 The
due execution and delivery of the Additional Note #3 by the Borrowers to Lender.

 8.3 The
due execution and delivery of the Additional Third Amendment Warrant by the Borrowers to Lender.

 8.4 Each
Borrower hereby represents and warrants to the Lender that all representations and warranties of such Borrower under the Loan Agreement
are true and correct in all respect as of the date hereof .

 8.5 Delivery
by Borrowers of resolutions authorizing entry into this Amendment and performance of their obligations hereunder, and of such other documents,
and completion of such other matters, as Lender may deem necessary or appropriate.

 9. Governing
Law. This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the
laws of the State of New York.

 10. Miscellaneous .

 10.1 This
Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns
as provided in the Loan Agreement.

 10.2 Section
headings are for convenience of reference only and shall in no way affect the interpretation of this Amendment.

 10.3 This
Amendment may be executed in any number of counterparts, whether executed on paper or as an electronic record executed electronically,
each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed
signature page of this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed
counterpart hereof. Each party hereto may execute this Amendment by electronic means and recognizes and accepts the use of electronic
signatures and records by any other party hereto in connection with the execution and storage hereof.

 If any provision of this Amendment is held to
be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment,
the Loan Agreement and the Related Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.

 10.4 Sections
7.1 (Choice of Venue), 7.2 (Electronic Instructions), 7.7 (Consent to Loan Participation), 7.9 (No Waiver by Lender), 7.10 (Notices),
7.11 (Severability), 7.14 (Survival of Representations and Warranties), 7.15 (Time Is of the Essence), 7.16 (Waiver of Jury Trial; Judicial
Reference), 7.17 (Entire Agreement) and 7.18 (Counterparts, Electronic Signatures) are hereby incorporated herein, mutatis mutandis .

 [Signature Page Follows]

 4

 IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the date first above written.

 BORROWERS:

 NKGEN BIOTECH, INC.

 By:
 /s/ Paul Song

 Name:
 Paul Song

 Title:
 Paul Song CEO

 NKGEN OPERATING BIOTECH, INC.

 By:
 /s/ Paul Song

 Name:
 Paul Song

 Title:
 Paul Song CEO

 [Signature
Page to Third Omnibus Amendment]

 IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the date first above written.

 LENDER:

 ALPINEBROOK CAPITAL GP I LIMITED,

 as Secured Party

 By:
 /s/ Hanhan Xu

 Name:
 Hanhan Xu

 Title:
 Director

 [Signature
Page to Third Omnibus Amendment]

EX-10.2 · SECURED CONVERTIBLE PROMISSORY NOTE (ADDITIONAL NOTE #3), DATED MAY 27, 2026, IS

EX-10.2
 3
 ea029259301ex10-2.htm
 SECURED CONVERTIBLE PROMISSORY NOTE (ADDITIONAL NOTE #3), DATED MAY 27, 2026, ISSUED BY NKGEN BIOTECH, INC. AND NKGEN OPERATING BIOTECH, INC. IN FAVOR OF ALPINEBROOK CAPITAL GP I LIMITED

 Exhibit 10.2

 SECURED CONVERTIBLE PROMISSORY NOTE

 (Additional Note #3)

 DATE: May 27, 2026

 BORROWERS: NKGen Biotech, Inc. and NKGen
Operating Biotech, Inc. , 3001 Daimler St., Santa Ana, CA 92705

 LENDER: AlpineBrook Capital GP I Limited

 PRINCIPAL: US$2,420,000

 FOR
VALUE RECEIVED , each undersigned, NKGen Biotech, Inc. (“ NKGen Bio ”) and NKGen Operating Biotech, Inc. (each, a
“ Borrower ”) promises to pay to the order of AlpineBrook Capital GP I Limited (“ Lender ”) (i) in lawful
money of the United States of America or, (ii) at the sole and absolute discretion of the Lender, in the form of newly issued shares of
common stock of NKGen Bio, par value $0.0001 per share (the “ Common Stock ”), with applicable registration rights (the
“ Alternative Equity Repayment ”), the principal amount of Two Million Four Hundred Twenty Thousand Dollars
(US$ 2,420,000 ) or so much as may be outstanding, together with accrued interest and any other amounts
due hereunder on the Maturity Date (as defined in the Loan Agreement). The Borrowers shall at any time be jointly and severally liable
for all obligations hereunder.

 Capitalized terms used in
this Secured Convertible Promissory Note (Additional Note #3) (this “ Note ”) and not otherwise defined herein shall
have the meanings assigned to them in that certain Secured Convertible Loan Agreement entered into by the Borrowers and the Lender dated
of April 15, 2026 (as amended through the Third Omnibus Amendment to the Secured Convertible Loan Agreement dated as of the date hereof,
it may be further amended, restated or replaced from time to time, the “ Loan Agreement ”). This Note is made pursuant
to, is entitled to the benefits of, and is subject to the provisions of, the Loan Agreement. In the event of any conflict between the
terms of the Loan Agreement and the terms of this Note, the terms of the Loan Agreement shall prevail. The Obligations evidenced by this
Note are secured by Liens on the Collateral created under, pursuant to and in connection with the Security Agreements and the other Loan
Documents.

 For so long as no Event of
Default has occurred, interest shall accrue on all amounts outstanding hereunder at a rate equal to the Applicable Rate, payable in immediately
available U.S. Dollars on the first calendar day of each calendar month, and, except as otherwise set forth herein, (i) upon any prepayment
of this Note in accordance with the Loan Agreement, to the extent accrued on the amount being prepaid, and (ii) on the Maturity Date.
Interest will be computed on the basis of a 360-day year for the actual number of days elapsed.

 The Loan evidenced by this
Note is not a revolving loan. Accordingly, principal amounts which are repaid may not be reborrowed.

 From time to time, without
affecting the obligation of the Borrowers or any sureties, guarantors, endorsers, accommodation parties or other Persons liable or to
become liable on this Note to pay the outstanding principal balance of this Note and observe the covenants of Borrowers contained in this
Note or the other Loan Documents, without giving notice to or obtaining the consent of the Borrowers or any such sureties, guarantors,
endorsers, accommodation parties or other Persons, and without liability on the part of the Lender, the Lender may, in the sole and absolute
discretion of the Lender, grant extensions or postponements of the time for payment of said outstanding principal balance, interest or
any part thereof, release anyone liable on any of said outstanding principal balance, accept a renewal of this Note, release or accept
a substitution of all or any collateral given to secure this Note (if any), join in any extension or subordination agreement, agree in
writing with the Borrowers to modify the rate of interest or terms and time of payment of said outstanding principal balance or period
of amortization of this Note or change the amount of the monthly installments payable under this Note, or grant any other indulgence or
forbearance whatsoever. No one or more of such actions shall constitute a novation.

 Presentment, notice of dishonor,
protest and notice of protest and any and all lack of diligence or delays in collection or enforcement of this Note are hereby waived
by the Borrowers and all sureties, guarantors, endorsers and accommodation parties of this Note and all other Persons liable or to become
liable on this Note. Payment of the indebtedness evidenced by this Note shall be the joint and several obligations of the Borrowers and
each surety, guarantor, endorser, accommodation party and all other Persons liable or to become liable on this Note and shall be binding
upon them and their respective heirs, legal representatives, successors and assigns.

 No delay or omission of the
Lender in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy. Acceptance by the Lender of
any payment after acceleration shall not be deemed a waiver of such acceleration. A waiver on one occasion shall not operate as a bar
to or waiver of any such right or remedy on any future occasion.

 CONVERSION . Lender
shall have the right to elect in writing in accordance with the terms hereof, to convert the outstanding principal amount of this Note
and all accrued and unpaid interest of this Note, in full or in part, at any time and from time to time, into fully paid and nonassessable
shares of Common Stock (the “ Conversion Shares ”) at a price per share equal to US$0.08 (subject to adjustment in accordance
with this Note, the “ Conversion Price ”) pursuant to the conversion procedures set forth below and otherwise on the
same terms and conditions as the other holders of such class and series of stock as of the date of such conversion.

 CONVERSION PROCEDURE. If
this Note is converted pursuant to the immediately preceding section, the Lender shall deliver written notice to NKGen Bio at its respective
principal corporate office, notifying NKGen Bio of the principal amount of the Note and the amount of accrued and unpaid interest which
may be converted upon written demand of the Lender, the number of shares of Common Stock to be issued, and the date on which such conversion
would be expected to occur. Before the Lender shall be entitled to convert this Note into shares of Common Stock pursuant to the above
section, the Lender shall surrender this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and
an agreement acceptable to NKGen Bio whereby the holder agrees to indemnify the Borrowers from any loss incurred by it in connection with
this Note) and the Lender shall have given written notice to NKGen Bio at NKGen Bio’s respective principal corporate office of the
election of the Lender to convert the Note pursuant to the immediately preceding section. NKGen Bio shall promptly issue and deliver to
the Lender a transfer agent’s report evidencing the book entries of the number of shares to which the Lender shall be entitled upon
such conversion, as well as (if applicable) a check payable to Lender for any cash amounts payable as described below, and upon conversion
of this Note by the Lender in part, issue and deliver to the Lender a replacement secured convertible promissory note, evidencing the
remaining outstanding principal amount and the accrued, unpaid and unconverted interest. Any conversion of this Note pursuant to the immediately
preceding section shall be deemed to have been made upon the satisfaction of all of the conditions set forth in this section and in the
Loan Agreement, and on and after such date, the parties entitled to receive the shares issuable upon such conversion shall be treated
for all purposes as the record holder of such shares; provided that any conversion of this Note shall not take place until after sixty-one
(61) full days following the date of the Lender’s issuance of the conversion notice. Notwithstanding anything to the contrary herein,
the Borrowers shall ensure that (i) no full or partial conversion of this Note shall be effected and no common stock underlying such Note
shall be delivered to the Lender until after sixty-one (61) full days following the date of the Lender’s issuance of the conversion
notice and (ii) the conversion of this Note shall be effected as the Lender requests in the conversion notice promptly after sixty-one
(61) full days following the date of the Lender’s issuance of the conversion notice. For the avoidance of doubt, following the date
of the Lender’s issuance of the conversion notice to any Borrower, interest shall continue to accrue on the principal amount of
the Note being converted until the shares issuable upon such conversion have been delivered to the Lender.

 2

 CONVERSION PRICE ADJUSTMENTS .
If NKGen Bio shall at any time or from time to time after the date hereof effect a subdivision of the outstanding shares of Common Stock,
then the Conversion Price in effect immediately before such subdivision shall be multiplied by a fraction (i) the numerator of which is
the total number of shares of Common Stock issued and outstanding immediately prior to the time of such subdivision, and (ii) the denominator
of which is the total number of shares of Common Stock issued and outstanding immediately following such subdivision. Conversely, if NKGen
Bio shall at any time or from time to time after the date hereof combine the outstanding shares of Common Stock into a smaller number
of shares, then the Conversion Price in effect immediately before the combination shall be multiplied by a fraction (i) the numerator
of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such combination, and (ii)
the denominator of which is the total number of shares of Common Stock issued and outstanding immediately following such combination.
Any adjustment pursuant to this section shall become effective at the close of business on the date the subdivision or combination becomes
effective.

 If NKGen Bio at any time or
from time to time after the date hereof makes, or fixes a record date for the determination of holders of Common Stock entitled to receive,
a dividend or other distribution payable in Common Stock, then, in each such event, the Conversion Price that is then in effect shall
be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date,
by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator
of which is the total number of shares Common Stock issued and outstanding immediately prior to the time of such issuance or the close
of business on such record date plus the number of shares of Common Stock issued or issuable in payment of such dividend or distribution;
provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on
the date fixed therefor, then the Conversion Price shall be recomputed accordingly as of the close of business on such record date, and
thereafter the Conversion Price shall be adjusted pursuant to this section to reflect the actual payment of such dividend or distribution.

 If at any time or from time
to time after the date hereof the Common Stock issuable upon the conversion of this Note is changed into the same or a different number
of shares of any class or classes of shares, whether by recapitalization, reclassification or otherwise (other than an acquisition or
asset transfer or a subdivision or combination of shares or share dividend or a reorganization, merger, consolidation or sale of assets
provided for elsewhere in this section), then in any such event Lender, upon conversion of this Note in circumstances in which Common
Stock would otherwise be issuable, shall instead be entitled to receive upon such conversion, the kind and amount of shares and other
securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of
Common Stock into which this Note would have been converted (assuming the conversion thereof) immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property
by the terms thereof.

 If any capital reorganization,
reclassification, recapitalization, consolidation, merger, sale of all or substantially all of Borrowers’ assets or other similar
transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive (either directly or upon subsequent
liquidation) shares, securities or assets in respect of or in exchange for their shares of Common Stock, then lawful and adequate provisions
shall be made whereby the Lender shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified
herein and in lieu of Common Stock immediately theretofore receivable upon the conversion of this Note, such shares, securities or assets
as may be issued or payable in respect of or in exchange for the number of outstanding shares of Common Stock that would have been immediately
theretofore receivable upon conversion of this Note had such transaction not taken place, and in the case of any reorganization or reclassification
appropriate provisions shall be made with respect to the rights and interests of the Lender whereby the provisions hereof (including,
without limitation, provisions for adjustments to the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation
to any shares, securities or assets thereafter deliverable upon the exercise of such conversion rights.

 3

 If at any time the conversion
price in effect applicable to any convertible indebtedness incurred, or the implied or actual issue price or exercise price in effect
applicable to any Equity Securities issued, after the date hereof of any Loan Party is lower than the Conversion Price then in effect,
the Conversion Price shall immediately and automatically be adjusted to be equal to that lower conversion price, issue price or exercise
price.

 In each case of an adjustment
or readjustment of the Conversion Price pursuant to this section, the Borrowers, at their expense, shall compute such adjustment or readjustment
in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall send such certificate,
by internationally recognized overnight courier to Lender in accordance with Section 7.10 of the Loan Agreement. The certificate shall
set forth such adjustment or readjustment, showing in reasonable detail the facts upon which such adjustment or readjustment is based.

 FRACTIONAL SHARES; INTEREST;
EFFECT OF CONVERSION. No fractional shares shall be issued upon conversion of this Note. In lieu of NKGen Bio issuing any fractional
shares to the Lender upon the conversion of this Note, the Borrowers shall pay to Lender an amount equal to the product obtained by multiplying
the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. In addition, to the extent not converted
into shares of Capital Stock, the Borrowers shall pay to the Lender any interest accrued on the amount converted and on the amount to
be paid by the Borrowers pursuant to the previous sentence. Upon conversion of this Note in full and the payment of the amounts specified
in this paragraph, the Borrowers shall be forever released from all their obligations and liabilities under this Note and this Note shall
be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Borrowers for cancellation.

 CHANGE OF CONTROL .
If any Borrower consummates a Change of Control (as defined below) while this Note remains outstanding, the Borrowers shall repay the
Lender in cash in an amount equal to (i) the outstanding principal amount of this Note plus any unpaid accrued interest on the original
principal, plus (ii) a repayment premium equal to 20% of the outstanding principal amount of this Note. For purposes of this Note, a “ Change
of Control ” means (i) a consolidation or merger of a Borrower with or into any other corporation or other entity or person,
or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock
of such Borrower immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power
of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions
to which such Borrower is a party in which in excess of 50% of such Borrower’s voting power is transferred; or (iii) the sale or
transfer of all or substantially all of such Borrower’s assets, or the exclusive license of all or substantially all of such Borrower’s
material intellectual property. The Borrowers shall give the Lender notice of a Change of Control not less than 10 business days prior
to the anticipated date of consummation of the Change of Control. For clarity, Change of Control refers to the majority number of directors
and majority number of voting shares, and does not include veto rights or negative controls on certain decisions.

 WAIVER OF JURIAL TRIAL .
EACH PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING
UNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY. Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose
against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation,
and enforceability of this paragraph.

 4

 GOVERNING LAW. This Note and the obligations
of the Borrowers hereunder will be governed by the laws of the State of New York without regard to its conflicts of law provisions.

 CHOICE OF VENUE. THE BORROWERS AND THE
LENDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE STATE OF NEW YORK.
THE BORROWERS EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED
IN ANY SUCH COURT, AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON CONVENIENS AND HEREBY IRREVOCABLY
AND UNCONDITIONALLY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINTS, AND OTHER PROCESS ISSUED IN SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINTS, AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER AT THE RESPECTIVE ADDRESS SET FORTH
IN, OR SUBSEQUENTLY PROVIDED BY SUCH BORROWER IN ACCORDANCE WITH, SECTION 7.10 OF THE LOAN AGREEMENT AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE EARLIER TO OCCUR OF THE BORROWER’S ACTUAL RECEIPT THEREOF OR THREE (3) CALENDAR DAYS AFTER DEPOSIT IN
THE U.S. MAILS, PROPER POSTAGE PREPAID .

 SUCCESSOR INTERESTS; ASSIGNS. The terms
of this Note shall be binding upon each Borrower and upon such Borrower’s successors and assigns, and shall inure to the benefit
of the Lender and its successors and assigns. No Borrower shall, however, have the right to assign any Borrower’s rights or delegate
any Borrower’s Obligations under this Note or any interest therein without the prior written consent of the Lender. The Lender shall
have the right to, upon notice to any Borrower, assign any or all of its rights or delegate any or all of its obligations hereunder to
another person or entity other than to any competitor of any Borrower or any Sanctioned Party. “ Sanctioned Party ” means
any Person: (i) organized under the laws of, ordinarily resident in, or located in a country or territory that is the subject of comprehensive
Sanctions (“ Restricted Countries ”) ; (ii) 50% or more owned or controlled by the government of a Restricted Country;
or (iii) (A) designated on a sanctioned parties list administered by the United States, including, without limitation, the U.S. Department
of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions
Evaders List, and Sectoral Sanctions Identification List (collectively, “ Designated Parties ”); or (B) 50% or more owned
or, where relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more Designated Party, in each
case only to the extent that dealings with such Person is are prohibited pursuant to applicable Sanctions. “ Sanctions ”
means applicable laws and regulations pertaining to trade and economic sanctions administered by the United States.

 GENERAL PROVISIONS. If any part of this
Note cannot be enforced, this fact will not affect the rest of the Note. The Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower and any other Person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties agree that the Lender may renew or extend (repeatedly
and for any length of time) this Loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect the
Lender’s security interest in the collateral; and take any other action deemed necessary by the Lender without the consent of or notice
to anyone. All such parties also agree that Lender may modify this Loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations of the Borrowers under this Note are joint and several.

 [Signature Page Follows]

 5

 IN WITNESS WHEREOF , the Borrowers have
caused this Note to be executed and delivered as an instrument under seal by its duly authorized officer(s) as of the date first set forth
above.

 NKGEN BIOTECH, INC.

 By:
 /s/ Paul Y. Song

 Name:
 Paul Y. Song

 Title:
 Chief Executive Officer

 NKGEN OPERATING BIOTECH, INC.

 By:
 /s/ Paul Y. Song

 Name:
 Paul Y. Song

 Title:
 Chief Executive Officer

 [Signature
Page to Secured Convertible Promissory Note]

 IN WITNESS WHEREOF , the Borrowers have
caused this Note to be executed and delivered as an instrument under seal by its duly authorized officer(s) as of the date first set forth
above.

 ALPINEBROOK CAPITAL GP I LIMITED

 By:
 /s/ Hanhan Xu

 Name:
 Hanhan Xu

 Title:
 Director

 [Signature
Page to Secured Convertible Promissory Note]

EX-10.3 · COMMON STOCK PURCHASE WARRANT, DATED MAY 27, 2026, ISSUED BY NKGEN BIOTECH, INC.

EX-10.3
 4
 ea029259301ex10-3.htm
 COMMON STOCK PURCHASE WARRANT, DATED MAY 27, 2026, ISSUED BY NKGEN BIOTECH, INC. TO ALPINEBROOK CAPITAL GP I LIMITED

 Exhibit 10.3

 NEITHER THIS SECURITY NOR THE SECURITIES AS TO
WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
BY SUCH SECURITIES.

 COMMON STOCK PURCHASE WARRANT

 NKGEN BIOTECH, INC.

 Date of Issuance: May 27, 2026 (“ Issuance Date ”)

 This COMMON STOCK PURCHASE
WARRANT (the “ Warrant ”) certifies that, for value received, ALPINEBROOK CAPITAL GP I LIMITED (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 the NKGEN BIOTECH,
INC, a Delaware corporation (the “ Company ”), such number of shares of Common Stock determined by multiplying
(i) three (3) by (ii) the quotient of (A) the principal amount outstanding under the Corresponding Note as of the Issuance Date divided
by (B) the Conversion Price as of the Issuance Date (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 in connection with that certain Secured Convertible Loan Agreement dated April 15, 2026, by and among the Company,
NKGen Operating Biotech, Inc., and the Holder (as amended through the Third Amendment to the Secured Convertible Loan Agreement dated
as of the date hereof, as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Loan
Agreement ”) and that certain Additional Note #3 issued by the Company and NKGen Operating Biotech, Inc. to the Holder on
the Issuance Date pursuant to the Loan Agreement (the “ Corresponding Note ”).

 Capitalized terms used in
this Warrant shall have the meanings set forth in the Loan Agreement unless otherwise defined in the body of this Warrant or in Section
15 below. For purposes of this Warrant, the term “ Exercise Price ” shall mean $0.08, subject to adjustment as
provided herein (including but not limited to cashless exercise), and the term “ Exercise Period ” shall mean
the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the ten-year anniversary thereof (“ Expiration
Date ”).

 1. Exercise
Of Warrant .

 (a) Mechanics of Exercise .
Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or
times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “ Exercise
Notice ”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “ Warrant
Share Delivery Date ”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s
transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied
by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “ Aggregate Exercise
Price ” and together with the Exercise Notice, the “ Exercise Delivery Documents ”) in cash or by
wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided),
the Company shall (or direct its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic
format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the
date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and
the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and
at its own expense, issue a new Warrant (in accordance with Section 7) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised.

 If the Company fails to cause
its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the
Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at
law, under this Warrant, or otherwise, and such failure shall also be deemed an Event of Default under the Corresponding Note and the
Loan Agreement (any Event of Default under the Corresponding Note and the Loan Agreement, including but not limited to the share delivery
failure described in this sentence, shall be referred to in this Warrant as an “ Event of Default ”), a material
breach under this Warrant, and a material breach under the Corresponding Note and the Loan Agreement.

 If the Market Price of one
share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise,
in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining
unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common
Stock computed using the following formula:

 X = Y (A-B)

 A

 Where X = the number of Shares to be issued to Holder.

 Y = the
number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 A = the
Market Price (at the date of such calculation).

 B = Exercise
Price (as adjusted to the date of such calculation).

 (b) No Fractional Shares .
No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant
Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise
would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional
share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash
equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 (c) Holder’s
Exercise Limitations; Exchange Cap . Notwithstanding anything to the
contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s Affiliates), and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in
accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder
that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as
to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the U.S. Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C)
a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to
the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or
its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The
“ Beneficial Ownership Limitation ” shall be 9.99% of the number of shares of the Common Stock outstanding at
the time of the respective calculation hereunder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 1(c). Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant.

 2

 (d) Compensation for
Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise .
In addition to any other rights available to the Holder, if the Company fails to cause the Company’s transfer agent to transmit
to the Holder the Warrant Shares in accordance with the provisions of this Warrant including but not limited to Section 1(a) above pursuant
to an exercise on or before the respective Warrant Share Delivery Date, and if after such date the Holder is required by its broker to
purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a
“ Buy-In ”), then the Company shall (A) pay in cash to the Holder, within one (1) Business Day of Holder’s
request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder within one (1)
Business Day of Holder’s request the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates a cashless exercise hereunder
for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 2. Adjustments .
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as
set forth in this Section 2.

 (a) Stock Dividends
and Splits . Without limiting any provision of Section 2(b), Section
3 or Section 4, if the Company, at any time on or after the Issuance Date, (i) pays a stock dividend on one or more classes of its then
outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common
Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding
shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more
classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph
occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted
appropriately to reflect such event.

 3

 (b) Adjustment Upon
Issuance of Shares of Common Stock . If and whenever on or after the
Closing Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this
Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock
owned or held by or for the account of the Company) for a consideration per share (the “ New Issuance Price ”)
less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance
or sale (such Exercise Price then in effect is referred to herein as the “ Applicable Price ”) (the foregoing
a “ Dilutive Issuance ”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall
be reduced to an amount equal to the New Issuance Price, provided that the issuance of an Excluded Issuance shall not be deemed a Dilutive
Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance
Price under this Section 2(b)), the following shall be applicable:

 (i) Issuance of Options .
If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options (other than in
an Excluded Issuance) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of
any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement
to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest
price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell,
as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable
upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for
which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any
such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon
the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to
the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option
(or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance
of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms
of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

 (ii) Issuance of
Convertible Securities . If the Company in any manner issues or sells
(or enters into any agreement to issue or sell) any Convertible Securities (other than in an Excluded Issuance) and the lowest price
per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue
or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 2(b)(ii), the “lowest
price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue
or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise
pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common
Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other
Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any
other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person).
Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such
issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or
is to be made pursuant to other provisions of this Section 2(b), except as contemplated below, no further adjustment of the Exercise
Price shall be made by reason of such issuance or sale.

 4

 (iii) Change in Option
Price or Rate of Conversion . If the purchase or exercise price provided
for in any Options (other than in an Excluded Issuance), the additional consideration, if any, payable upon the issue, conversion, exercise
or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable
for shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable,
in connection with an event referred to in Section 2(a)), the Exercise Price in effect at the time of such increase or decrease shall
be adjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for
such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at
the time initially granted, issued or sold. For purposes of this Section 2(b)(iii), if the terms of any Option or Convertible Security
(including, without limitation, any Option or Convertible Security that was outstanding as of the Issuance Date) are increased or decreased
in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or
decrease. No adjustment pursuant to this Section 2(b) shall be made if such adjustment would result in an increase of the Exercise Price
then in effect.

 (iv) Calculation
of Consideration Received . If any Option and/or Convertible Security
and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company
(other than in an Excluded Issuance) (as determined jointly by the Holder and the Company, the “ Primary Security ”,
and such Option and/or Convertible Security and/or Adjustment Right, the “ Secondary Securities ”), together
comprising one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of securities
of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other
and/or (C) are consummated under the same plan of financing) the aggregate consideration per share of Common Stock with respect to such
Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock
was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such integrated transaction solely
with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration
Value of each such Option, if any, (II) the fair market value (as reasonably determined jointly by the Holder and the Company in good
faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as
reasonably determined jointly by the Holder and the Company) of such Convertible Security, if any, in each case, as determined on a per
share basis in accordance with this Section 2(b)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or
sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration
paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration
Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options
or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company
(for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose
of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with
any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration
paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration
Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable
to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than
cash or publicly traded securities will be reasonably determined jointly by the Company and the Holder. If such parties are unable to
reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation Event ”),
the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10 th )
day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination
of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall
be borne by the Company.

 5

 (v) Record Date .
If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or
other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares
of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).

 (c) Holder’s
Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities .
In addition to and not in limitation of the other provisions of this Section 2, if the Company in any manner issues or sells or enters
into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such securities, “ Variable
Price Securities ”) after the Issuance Date that are issuable pursuant to such agreement or convertible into or exchangeable
or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including
by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such
as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being
herein referred to as, the “ Variable Price ”), the Company shall provide written notice thereof via electronic
mail and overnight courier to the Holder on the date of such agreement and the issuance of such Common Stock, Convertible Securities
or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall
have the right, but not the obligation, in its sole discretion to substitute the Variable Price, as calculated pursuant to the agreements
governing such Variable Price Securities, for the Exercise Price upon exercise of this Warrant by designating in the Exercise Notice
delivered upon any exercise of this Warrant that solely for purposes of such exercise the Holder is relying on the Variable Price rather
than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular exercise of this Warrant
shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.

 (d) Stock Combination
Event Adjustment . If at any time and from time to time on or after
the Issuance Date there occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving
the Common Stock (each, a “ Stock Combination Event ”, and such date thereof, the “ Stock Combination
Event Date ”) and the Event Market Price is less than the Exercise Price then in effect (after giving effect to the adjustment
in clause 2(a) above), then on the sixteenth (16th) Trading Day immediately following such Stock Combination Event, the Exercise Price
then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause 2(a) above) shall be reduced (but
in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence
would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made.

 (e) Other Events .
In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or,
if applicable, would not operate to protect the Holder from actual dilution or if any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights
of the Holder, provided that no such adjustment pursuant to this Section 2(e) will increase the Exercise Price or decrease the number
of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

 6

 (f) Calculations .
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100 th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.

 (g) Number of Warrant
Shares . Simultaneously with any adjustment to the Exercise Price pursuant
to this Section 2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained
herein). For the avoidance of doubt, the aggregate Exercise Price payable prior to such adjustment is calculated as follows: the total
number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment multiplied by the Exercise Price
in effect immediately prior to such adjustment. By way of example, if E is the total number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such adjustment, F is the Exercise Price in effect immediately prior to such adjustment, and G is
the Exercise Price in effect immediately after such adjustment, the adjustment to the number of Warrant Shares can be expressed in the
following formula: Total number of Warrant Shares after such adjustment = the number obtained from dividing [E x F] by G.

 (h) Voluntary Adjustment
By Company . Subject to the rules and regulations of the Principal
Market, the Company may at any time during the term of this Warrant, with the prior written consent of the Holder, reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

 (i) Notice .
In addition to all other notice(s) required under this Section 2, the Company shall also notify the Holder in writing, no later than
the Trading Day following any adjustment to the Warrant under this Section 2, indicating therein the occurrence of such applicable exercise
price and warrant share adjustment (such notice the “ Adjustment Notice ”). For purposes of clarification, regardless
of whether (i) the Company provides an Adjustment Notice pursuant to this Section 2 or (ii) the Holder accurately refers to the number
of Warrant Shares or Exercise Price in the Exercise Notice, the Holder is entitled to receive the adjustments to the number of Warrant
Shares and Exercise Price at all times on and after the date of such adjustment event.

 3. Rights
Upon Distribution Of Assets . In addition to any adjustments
pursuant to Section 2 above or Section 4(a) below, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for such Distribution, or, if
no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would
result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Distribution to the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right
thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time
or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any
subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

 7

 4. Purchase
Rights; Fundamental Transactions .

 (a) Purchase Rights .
In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common
Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common
Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant,
including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership
Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and
beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit
of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties
exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right
granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent
as if there had been no such limitation).

 (b) Fundamental Transactions .
The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations
of the Company under this Warrant, the Loan Agreement and the other Loan Documents in accordance with the provisions of this Section
4(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental
Transaction, including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value
of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions
of this Warrant, the Loan Agreement and the other Loan Documents referring to the “ Company ” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant, the Loan Agreement and the other Loan Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable
Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity (including its Parent
Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this
Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section
1(c) hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit
the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common Stock (a “ Corporate Event ”),
the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of
this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of
the shares of the Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental
Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or
subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction
had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the
exercise of this Warrant) (the “ Corporate Event Consideration ”). Provision made pursuant to the preceding sentence
shall be in a form and substance reasonably satisfactory to the Holder.

 8

 (c) Black Scholes Value .

 (i) Change of Control
Redemption . Notwithstanding the foregoing and the provisions of Section
4(b) above, at the request of the Holder delivered at any time commencing on the earliest to occur of (A) the public disclosure of any
Change of Control, (B) the consummation of any Change of Control and (C) the Holder first becoming aware of any Change of Control through
the date that is ninety (90) days after the public disclosure of the consummation of such Change of Control by the Company pursuant to
a Report on Form 8-K or Report of Foreign Issuer on Form 6-K filed with the SEC, the Company or the Successor Entity (as the case may
be) shall exchange this Warrant for consideration equal to the Black Scholes Value of such portion of this Warrant subject to exchange
(collectively, the “ Aggregate Black Scholes Value ”) in the form of, at the Holder’s election (such election
to pay in cash or by delivery of the Rights (as defined below), a “ Consideration Election ”), either (I) rights
with a beneficial ownership limitation in the form of Section 1(c) hereof, mutatis mutandis ) (collectively, the “ Rights ”),
convertible in whole, or in part, at any time, without the requirement to pay any additional consideration, at the option of the Holder,
into such Corporate Event Consideration applicable to such Change of Control equal in value to the Aggregate Black Scholes Value (as
determined in accordance with Section 2(b)(iv) above, but with the aggregate number of Successor Shares (as defined below) issuable upon
conversion of the Rights to be determined in increments of 10% (or such greater percentage as the Holder may notify the Company from
time to time) of the portion of the Aggregate Black Scholes Value attributable to such Successor Shares (the “ Successor Share
Value Increment ”), with the aggregate number of Successor Shares issuable upon exercise of the Rights with respect to the
first Successor Share Value Increment determined based on 70% of the Closing Bid Price of the Successor Shares on the date the Rights
are issued and on each of the nine (9) subsequent Trading Days, in each case, the aggregate number of additional Successor Shares issuable
upon exercise of the Rights shall be determined based upon a Successor Share Value Increment at 70% of the Closing Bid Price of the Successor
Shares in effect for such corresponding Trading Day (such ten (10) Trading Day period commencing on, and including, the date the Rights
are issued, the “ Rights Measuring Period ”)), or (II) in cash; provided , that the Company shall not consummate
a Change of Control if the Corporate Event Consideration includes share capital or other equity interest (the “ Successor
Shares ”) either in an entity that is not listed on an Eligible Market or an entity in which the daily share volume for
the applicable Successor Shares for each of the twenty (20) Trading Days prior to the date of consummation of such Change of Control
is less than the aggregate number of Successor Shares issuable to the Holder upon conversion in full of the applicable Rights (without
regard to any limitations on conversion therein, assuming the exercise in full of the Rights on the date of issuance of the Rights and
assuming the Closing Bid Price of the Successor Shares for each Trading Day in the Rights Measuring Period is the Closing Bid Price on
the Trading Day ended immediately prior to the time of consummation of the Change of Control). The Company shall give the Holder written
notice of each Consideration Election at least twenty (20) Trading Days prior to the time of consummation of such Change of Control.
Payment of such amounts or delivery of the Rights, as applicable, shall be made by the Company (or at the Company’s direction)
to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation
of such Change of Control (or, with respect to any Right, if applicable, such later time that holders of Common Stock are initially entitled
to receive Corporate Event Consideration with respect to the Common Stock of such holder). Any Corporate Event Consideration included
in the Right, if any, pursuant to this Section 4(c)(i) is pari passu with the Corporate Event Consideration to be paid to holders
of Common Stock and the Company shall not permit a payment of any Corporate Event Consideration to the holders of Common Stock without
on or prior to such time delivering the Right to the Holder hereunder.

 (ii) Event of Default
Redemption . Notwithstanding the foregoing and the provisions of Section
4(b) above, at the request of the Holder delivered at any time after the occurrence of an Event of Default under the Corresponding Note
or the Loan Agreement, the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date
of such request by paying to the Holder cash in an amount equal to the Event of Default Black Scholes Value.

 (d) Application .
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall
be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the
exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Beneficial Ownership Limitation,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this
Warrant (or any such other warrant)).

 9

 5. Non-Circumvention .
The Company covenants and agrees that it will not, by amendment of its articles of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, five (5) times the number
of shares of Common Stock into which the Warrants are then exercisable into (the “ Share Reserve ”) to provide
for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise). In the event the available
authorized shares of the Company is less than the Share Reserve on the Issuance Date, the Company shall promptly, but in any event no
later than the earlier of (a) two (2) months after the Closing Date and (b) immediately prior to the closing of the next financing (whether
in the form of equity or debt financing) (the “ Stockholder Approval Deadline ”), obtain stockholder approval
to increase its authorized shares. In the interim, the Company shall provide the Holder with evidence reasonably satisfactory to the
Holder of a voting agreement or irrevocable proxies from stockholders representing a majority of the voting power of the Company, committing
to vote in favor of such increase in authorized shares; provided, that (x) the voting agreements duly executed by NKGen Biotech Korea
Co., Ltd., Graf Acquisition Partner IV LLC, and Paul Song shall be delivered to the Holder on the Issuance Date and (y) the voting agreements
or irrevocable proxies duly executed by other stockholders shall be delivered to the Holder on or before May 31, 2026. Subject to the
Stockholder Approval Deadline, so long as such evidence is promptly and duly provided and maintained, the failure to have sufficient
authorized shares on the Issuance Date shall not constitute an Event of Default during the interim period when the Company is seeking
stockholders’ approval on the increase of the authorized capital stock of the Company.

 6. Warrant
Holder Not Deemed A Stockholder . Except as otherwise specifically
provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or
be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer
upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given
to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

 7. Reissuance .

 (a) Lost, Stolen or
Mutilated Warrant . If this Warrant is lost, stolen, mutilated or destroyed,
the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 (b) Issuance of New
Warrants . Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as
indicated on the face of such new Warrant which is the same as the Issuance Date.

 10

 8. Transfer .
This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its
successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder
may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of
the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void
if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations
inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without
the need to obtain the Company’s consent thereto.

 9. Notices .
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Loan Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly
convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common
Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 10. Disclosure .
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of
this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public
information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business
Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form
8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company
or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt
of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the
Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the
notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in
this Section 10 shall limit any obligations of the Company, or any rights of the Holder, under the Loan Agreement.

 11. Absence
Of Trading And Disclosure Restrictions . The Company acknowledges
and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the
confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such information
in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality
and trading restrictions. In the absence of such an executed, written non-disclosure agreement and subject to compliance with any applicable
securities laws, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use
any information provided by the Company in connection with such trading activity, and may disclose any such information to any third
party.

 12. Amendment
And Waiver . The terms of this Warrant may be amended or waived
(either generally or in a particular instance and either retroactively or prospectively) only with the signed written consent of the
Company and the Holder.

 13. Governing
Law And Venue . All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Loan Agreement.

 11

 14. Acceptance .
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 15. Certain
Definitions . For purposes of this Warrant, the following terms
shall have the following meanings:

 (a) “ Affiliate ”
means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with another Person. For the purposes of this definition, “ control ,” when used with respect to any specified
Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether
through ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ”
have meanings correlative to the foregoing.

 (b) “ Black
Scholes Consideration Value ” means the value of the applicable Option, Convertible Security or Adjustment Right (as the
case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day
immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or
Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to
the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option,
Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the
greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization
factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as
the case may be).

 (c) “ Black
Scholes Value ” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request
pursuant to Section 4(c)(i), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common
Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Change of Control (or the
consummation of the applicable Change of Control, if earlier) and ending on the Trading Day of the Holder’s request pursuant to
Section 4(c)(i) and (2) the sum of the price per share being offered in cash in the applicable Change of Control (if any) plus the value
of the non-cash consideration being offered in the applicable Change of Control (if any), (ii) a strike price equal to the Exercise Price
in effect on the date of the Holder’s request pursuant to Section 4(c)(i), (iii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request
pursuant to Section 4(c)(i) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Change of Control
or as of the date of the Holder’s request pursuant to Section 4(c)(i) if such request is prior to the date of the consummation of
the applicable Change of Control, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day
volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading
Day immediately following the earliest to occur of (A) the public disclosure of the applicable Change of Control and (B) the date of the
Holder’s request pursuant to Section 4(c)(i).

 (d) “ Bloomberg ”
means Bloomberg, L.P.

 (e) “ Business
Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York or Hong Kong are authorized or required by law or other governmental action
to close .

 12

 (f) “ Change
of Control ” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect,
wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of
the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly
or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority
or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities)
after such reorganization, recapitalization or reclassification, (iii) pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries or (iv) bone fide arm’s length acquisitions
by the Company with one or more third parties as long as holders of the Company’s voting power as of the Issuance Date continue
after such acquisition to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of at
least 51% of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board
of directors (or their equivalent if other than a corporation) of such entity or entities) after such acquisition.

 (g) “ Closing
Bid Price ” and “ Closing Sale Price ” means, for any security as of any date, (i) the last closing
bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Quotestream or other similar
quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does
not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream
or other similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of
such security in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider
designated by the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation service
provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream
or other similar quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on
a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 (h) “ Common
Stock ” means (i) the Company’s shares of common stock, par value $0.0001 per share, and (ii) any capital stock into
which such Common Stock shall be changed or any capital stock resulting from a reorganization, recapitalization or reclassification of
such Common Stock.

 (i) “ Common
Stock Equivalents ” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 (j) “ Convertible
Securities ” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares
of Common Stock.

 (k) “ Eligible
Market ” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market,
Nasdaq Capital Market, or equivalent national securities exchange.

 (l) “ Event
Market Price ” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of
the VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending
and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided
by (y) five (5). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.

 13

 (m) “ Event
of Default Black Scholes Value ” means the value of the unexercised portion of this Warrant remaining on the date of the
Holder’s request pursuant to Section 4(c)(ii), which value is calculated using the Black Scholes Option Pricing Model obtained from
the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the highest Closing Sale Price of the
Common Stock during the period beginning on the date of the occurrence of the Event of Default through the date that the Corresponding
Note is extinguished in the entirety or, if earlier, the Trading Day of the Holder’s request pursuant to Section 4(c)(ii), (ii)
a strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c)(ii), (iii) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of
the date of the Holder’s request pursuant to Section 4(c)(ii) and (2) the remaining term of this Warrant as of the date of the occurrence
of such Event of Default, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility
obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day
immediately following later of (x) the date of the occurrence of such Event of Default and (y) the date of the public announcement of
such Event of Default.

 (n) “ Excluded
Issuance ” means any issuance of Common Stock, restricted stock units, Options and/or Convertible Securities (i) under the
Company’s current or future equity incentive plans or issued to employees, consultants, service providers, directors or officers
as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of Common
Stock) in exchange for Options issued under the Company’s equity incentive plans, (ii) issued pursuant to agreements, Options, restricted
stock units or Convertible Securities existing as of the date hereof, provided that such agreements, Options or Convertible Securities
(and the copies thereof) have been disclosed to the Holder in writing and have not been amended since the Issuance Date to increase the
number of such securities or decrease the exercise price, exchange price or conversion price of such securities, or (iii) to which the
Holder consents in writing.

 (o) “ Fundamental
Transaction ” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another
Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company
or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii)
make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject to or party
to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50%
of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock
held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or
exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or
Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners
(as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or
share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or
party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%
of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject
Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,
reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,
scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Warrant calculated
as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary
voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow
such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender
their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this
definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or
transaction.

 14

 (p) “ Market
Price ” means the highest traded price of the Common Stock during the thirty Trading Days prior to the date of the respective
Exercise Notice.

 (q) “ Options ”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

 (r) “ Parent
Entity ” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

 (s) “ Person ”
and “ Persons ” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. Any division
or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Warrant.

 (t) “ Principal
Market ” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including
but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American,
or any successor to such markets.

 (u) “ Subsidiary ”
means, with respect to any Person:

 (i) any
corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the
total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to
any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers
or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

 (ii) any
partnership or limited liability company of which (i) more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person
or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of membership, general, special
or limited partnership interests or otherwise, and (ii) such Person or any Subsidiary of such Person is a controlling general partner
or otherwise controls such entity.

 15

 (v) “ Successor
Entity ” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any
Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall
have been entered into.

 (w) “ Trading
Day ” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however , that
if the Common Stock is not then listed or quoted on any Principal Market, then any Business Day.

 (x) “ VWAP ”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Quotestream or other similar quotation service provider designated by the Holder through its “VAP” function
(set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security
in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time,
and ending at 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder,
or, if no dollar volume-weighted average price is reported for such security by Quotestream or other similar quotation service provider
designated by the Holder for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other
similar transaction during such period.

 * * * * * * *

 16

 In
Witness Whereof , the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 Nkgen Biotech, Inc.

 By:
 /s/ Paul Y. Song

 Name:
 Paul Y. Song

 Title:
 Chief Executive Officer

 17

EX-10.4 · VOTING AGREEMENT, DATED MAY 27, 2026, BY AND AMONG NKGEN BIOTECH, INC., ALPINEBR

EX-10.4
 5
 ea029259301ex10-4.htm
 VOTING AGREEMENT, DATED MAY 27, 2026, BY AND AMONG NKGEN BIOTECH, INC., ALPINEBROOK CAPITAL GP I LIMITED, GRAF ACQUISITION PARTNERS IV LLC, NKGEN BIOTECH KOREA CO., LTD., AND PAUL SONG

 Exhibit 10.4

 VOTING AGREEMENT

 THIS VOTING AGREEMENT (this
“ Agreement ”) is made as of May 27, 2026, by and among NKGen Biotech, Inc., a Delaware corporation (the “ Company ”),
AlpineBrook Capital GP I Limited (the “ Investor ”), Graf Acquisition Partners IV LLC (“ Graf Acquisition Partners
IV ”), NKGen Biotech Korea Co., Ltd. (“ NKGen Biotech Korea ”), and Paul Song (collectively, with Graf Acquisition
Partners IV and NKGen Biotech Korea, the “ Stockholders ”).

 RECITALS

 WHEREAS , on April 15,
2026, the Company and the Investor entered into that certain Secured Convertible Loan Agreement (the “ Loan Agreement ”);
and

 WHEREAS , on April 28,
2026, the Company and the Investor entered into that certain Omnibus Amendment to Secured Convertible Loan Agreement and Other Loan Documents
(the “ First Amendment ”) and on May 15, 2026, the Company and the Investor entered into that certain Second Amendment
to the Secured Convertible Loan Agreement (the “ Second Amendment ”);

 WHEREAS , contemporaneously
with the execution hereof and in reliance hereon, the Company and Investor are entering into that certain Third Omnibus Amendment to Secured
Convertible Loan Agreement (the “ Third Amendment ”); and

 WHEREAS , in order to
induce the Investor to enter into the Third Amendment, the Company and the Stockholders hereby agree as set forth in this Agreement.

 NOW, THEREFORE , the
parties hereby agree as follows:

 1. Vote to Approve the Increase
of Authorized Capital Stock . The Stockholders agree to vote or cause to be voted the greater of (i) all shares of common stock of
the Company, par value $0.0001 per share (the “ Common Stock ”) owned by the Stockholders or (ii) all shares of Common
Stock over which the Stockholders have voting control, from time to time and at all times, in whatever manner as shall be necessary to
approve an increase in the number of authorized shares of Common Stock such that there are sufficient shares of Common Stock to be issued
in connection with the issuance of Consideration Shares (as defined in the Third Omnibus Amendment), and there are five (5) times of the
shares of Common Stock to be issued in connection with the conversion of the 2026 Secured Convertible Note (as defined in the Loan Agreement),
the Additional Note #1 (as defined in the First Amendment), the Additional Note #2 (as defined in the Second Amendment), the Additional
Note #3 (as defined in the Third Amendment) and the exercise of the Warrant (as defined in the Loan Agreement), the Additional Warrant
(as defined in the First Amendment), the Additional Second Amendment Warrant (as defined in the Second Amendment) and the Additional Third
Amendment Warrant (as defined in the Third Amendment), if so required.

 2. Successors and Assigns .
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of
the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.

 3. Governing Law and Venue .
Sections 7.1 and 7.8 of the Loan Agreement shall apply to this Agreement.

 4. Counterparts . This
Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying
with the U.S. ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes.

 5. Titles and Subtitles .
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.

 6. Consent Required to Amend,
Modify, Terminate or Waive . This Agreement shall not be amended, modified or terminated without the written consent of the Company,
Investor, and Stockholders.

 7. Further Assurances .
At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other
party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably
request in order to carry out the intent of the parties hereunder.

 8. Costs of Enforcement .
If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay
all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

 [Signature Page Follows]

 IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.

 THE COMPANY:

 NKGen Biotech, Inc.

 By:
 /s/ Paul Y. Song

 Name:
 Paul Y. Song

 Title:
 Chief Executive Officer

 THE INVESTOR:

 AlpineBrook Capital GP I Limited

 By:
 /s/ Hanhan Xu

 Name:
 Hanhan Xu

 Title:
 Director

 STOCKHOLDER:

 Graf Acquisition Partners IV LLC

 By:
 /s/ James Graf

 Name:
 James Graf

 Title:
 Managing Member

 STOCKHOLDER:

 NKGen Biotech Korea Co., Ltd.

 By:
 /s/ Yongman Kim

 Name:
 Yongman Kim

 Title:
 President

 STOCKHOLDER:

 By:
 /s/ Paul Y. Song

 Name:
 Paul Y. Song

 [ Signature Page to Voting Agreement ]