Browse EX-10 agreements

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

FORM OF EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into effective as of August 31, 2026 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Vivos Therapeutics, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (as defined below).

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*Exhibit 10.1
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FIRST AMENDMENT TO PROMISSORY NOTE

This First Amendment to Promissory Note (this “Agreement”) is made as of August 31, 2026, by and between PDS BIOTECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and YA II PN, LTD. (“Holder”).

RECITALS

A.        The Company and Holder are parties to that certain Promissory Note made by the Company in favor Holder, issued as of June 15, 2026 (as amended, supplemented or otherwise modified from time to time, the “Note”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Note.

B.        The Company has requested that Holder make certain amendments to the Note as more fully described herein and, subject to the express terms and conditions set forth herein, Holder has agreed to Company’s requests.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

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AMENDMENT NUMBER 1 TO
AGREEMENT AND PLAN OF MERGER

This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of September 1, 2026, amends that certain Agreement and Plan of Merger (as amended or modified from time to time in accordance with the terms thereof, the “Merger Agreement”), dated as of May 20, 2026 by and among Greenland Mines Ltd, a Delaware corporation (“Purchaser”), Greenland Rare Earths Corp., a Delaware corporation (“Merger Sub”), Neo North Star Resources, Inc, a Delaware corporation (“Neo”), the stockholders of Neo set forth on Schedule A thereto, and Lazaros Nikeas, a resident of Connecticut, as the representative of the stockholders of Neo (the “Neo Stockholder Representative”). Capitalized terms used herein, but not otherwise defined herein, shall have the same meanings ascribed to such terms in the Merger Agreement.

WHEREAS, the Parties desire to amend the Merger Agreement on the terms and conditions set forth in this Amendment pursuant to Section 6.4 of the Merger Agreement.

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AMENDED AND RESTATED MST INTERMEDIARY MANAGER AGREEMENT

June 9, 2026

Nuveen Securities, LLC

333 W. Wacker Dr.

Chicago, IL 60606

This Amended and Restated MST Intermediary Manager Agreement (this “Agreement”) is entered into by and between Nuveen Farmland REIT, a Maryland statutory trust (the “Company”) and Nuveen Securities, LLC (the “Intermediary Manager”).

The Company is conducting a private offering of its common shares in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and the rules thereunder (the “Securities Act”) pursuant to the terms of a private placement memorandum (together with any supplement thereto, the “Memorandum”) to investors that are (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of common shares sold outside the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act). The Company is offering on a continuous basis up to $3,000,000,000 of any combination of Type A-I common shares (“Type A-I shares”

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FORM OF RESTRICTED COMMON SHARE AWARD CERTIFICATE

Non-transferable
GRANT TO

(the “Participant”)

by Nuveen Farmland REIT (the “Trust”) of

its Type E common shares of beneficial interest, par value $0.01 per share (the “Restricted Common Shares”).

The Restricted Common Shares are granted pursuant to and subject to the provisions of the Nuveen Farmland REIT Independent Trustee Restricted Common Share Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Restricted Common Shares, the Participant shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

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ADVISORY AGREEMENT

BY AND AMONG

NUVEEN FARMLAND REIT,

NUVEEN FARMLAND REIT OPERATING PARTNERSHIP L.P.,

AND

NUVEEN FARMLAND ADVISORS LLC

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Appointment	6
3.	Duties of the Advisor	6

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

NUVEEN FARMLAND REIT OPERATING PARTNERSHIP L.P.,

A DELAWARE LIMITED PARTNERSHIP

September 1, 2026

THE PARTNERSHIP INTERESTS OF NUVEEN FARMLAND REIT OPERATING PARTNERSHIP L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH PARTNERSHIP INTERESTS MAY BE ACQUIRED FOR INVESTMENT ONLY, AND NEITHER SUCH INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE UNITED STATES STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT; AND (III) THE TERMS AND CONDITIONS OF THE SUBSCRIPTION AGREEMENT FOR PARTNERSHIP INTERESTS. THE PARTNERSHIP INTERESTS WILL NOT B

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NUVEEN FARMLAND REIT

INDEPENDENT TRUSTEE RESTRICTED COMMON SHARE PLAN

ARTICLE 1
PURPOSE

1.1. PURPOSE. The purpose of the Nuveen Farmland REIT Independent Trustee Restricted Common Share Plan (the “Plan”) is to promote the interests of Nuveen Farmland REIT (the “Trust”) and its shareholders by granting restricted shares and/or restricted share units to its Independent Trustees in order to: (i) attract and retain highly qualified Independent Trustees by affording them an opportunity to share in the future successes of the Trust, (ii) align the Independent Trustees’ financial interests with those of the Trust’s shareholders and (iii) provide the Independent Trustees with a proprietary interest in maximizing the growth, profitability and overall success of the Trust.

ARTICLE 2
DEFINITIONS

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2026, by and among Longevity Health Holdings, Inc, a Delaware corporation whose principal place of business is located at 2403 Sidney Street, Suite 300 Pittsburgh, PA 15203 (the “Company”), a Delaware corporation, and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as set forth below.

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: August 31, 2026 $416,666.67

10% SENIOR SECURED CONVERTIBLE NOTE

Due February 29, 2028

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SUBSIDIARY GUARANTEE

This SUBSIDIARY GUARANTEE (this “Guarantee”), dated as of August 31, 2026, is made by Elevai Skincare, Inc., a Delaware corporation (“Elevai”) Carmell Regen Med Corporation, a Delaware corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”), and Carmell Cosmetics Corporation, a Delaware corporation (“Carmell Cosmetics” and, together with Elevai, Carmell Regen and Carmell Cosmetics, collectively, the “Guarantors” and, each, a “Guarantor”), in favor of Puritan Partners LLC (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, reference is made to (i) that certain 10% Senior Secured Note due February 29, 2028 in aggregate principal amount of $416,666.67 (the “Note”) issued by Longevity Health Holdings, Inc., a Delaware corporation (the “Company”) in favor of the Holder (as defined therein) (the “Holder”);

WHEREAS, each Guarantor is an indirect or direct subsidiary of the Company and will directly benefit from the issuance and sale of the Notes to the Secured Parties and the extension of credit thereunder to the Company; and

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AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Amended and Restated Intellectual Property Security Agreement (“IP Security Agreement”) dated as of August 31, 2026, is made and entered into by and among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety (i) the Intellectual Property Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent and (ii) the Intellectual Property Security Agreement dated as of August 13, 2026 by and among the IP Company, Carmell Regen Med Corporation, Carmell Cosmetics Corporation and the Collateral Agent (collectively, the “Prior Intellectual Property Security Agreements”).

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