Browse EX-10 agreements

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2026, is entered into by and among Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

WHEREAS:

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Exhibit 10.1

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FORM OF SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 5, 2026, by and among Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Exhibit A attached to this Agreement (each, including its successors and assigns, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”);

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Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 5, 2026, by and among Tarsus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below); WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, in such amounts as set forth opposite such Investor’s name on Exhibit A (A) shares (the “Initial Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (B) pre-funded warrants to purchase shares of Common Stock substantially in the form attached hereto as Exhibit B (the “Pre-Funded Warrants”, and togeth

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Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2026, is entered into by and among Tarsus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”) and shall become effective as of the Closing Date. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). WHEREAS: A. Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of up to approximately $125.0 million of (x) shares (the “Initial Shares”) of the Company’s common stock, par value $0.0001 per share (the

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August 5, 2026

Korro Bio, Inc.

60 First Street, 2nd Floor, Suite 250

Cambridge, Massachusetts 02141

Re: Warrant Exchange Agreement

Ladies and Gentlemen:

This letter agreement (the “Agreement”) confirms the agreement of Korro Bio, Inc., a Delaware corporation (the “Company”), and the holders of the number of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), listed on Schedule Iattached hereto (the “Stockholders”), pursuant to which (i) the Stockholders have agreed to surrender an aggregate of 1,000,000 shares (the “Shares”) of Common Stock beneficially owned by the Stockholders for no consideration and (ii) the Company has agreed to issue one or more pre-funded warrants in the form attached hereto as Exhibit A(each a “Warrant”) to purchase an aggregate of 1,000,000 shares of Common Stock (the “Warrant Shares”) on the terms specified below.

In consideration of the foregoing, the Company and the Stockholders agree as follows:

1)

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**Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and confidential. **

***SECURITIES PURCHASE AGREEMENT ***

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 5, 2026, is between LITHIUM AMERICAS CORP., a corporation existing under the laws of the Province of British Columbia, Canada, with principal executive offices located at 3260-666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8 (the “Company”), and the investor listed on Schedule I hereto (the “Buyer”).

***WITNESSETH ***

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VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of August 5, 2026, is entered into by and among Sunrise Realty Trust, Inc., a Maryland corporation (“Parent”), Sunrise Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Southern Realty Trust Inc., a Maryland corporation (the “Company”), and certain stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

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LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of August 5, 2026 (the “Effective Date”), is made by and between Sunrise Realty Trust, Inc., a Maryland corporation (“Parent”), Sunrise Merger Sub, LLC, a Maryland limited liability company and direct, wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”) and the undersigned stockholder (the “Stockholder”) of Southern Realty Trust Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, the Parent, Merger Sub and the Company and, solely for the limited purposes set forth therein, Sunrise Manager LLC, a Delaware limited liability company and the external manager of Parent, have entered into an Agreement and Plan of Merger (the “Merger Agreement”), which, among other things, provides for the merger of the Company with and into Merger Sub, with Merger Sub surviving the merger (the “Merger”);

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VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of August 5, 2026, is entered into by and among Sunrise Realty Trust, Inc., a Maryland corporation (“Parent”), Sunrise Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Southern Realty Trust Inc., a Maryland corporation (the “Company”), and certain stockholders of Parent listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

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**FIFTH AMENDMENT TO CREDIT AGREEMENT **

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 3, 2026, by and among KARMAN HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Refinancing Term Loan Lenders (as defined below), the Revolving Credit Lenders party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

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Execution Version

BRIDGE CREDIT AGREEMENT

dated as of July 31, 2026

among

YUM CHINA HOLDINGS, INC.,

THE LENDERS NAMED HEREIN,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Administrative Agent

_____________________________________________

HSBC SECURITIES (USA) INC. and Citigroup Global Markets Asia Limited,

as Joint Lead Arrangers

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TABLE OF CONTENTS Page

Section 1	DEFINITIONS	1
1.1	Definitions	1
1.2	Other Interpretive Provisions	23
1.3	[Reserved]	25
1.4	[Reserved]	25

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CURALEAF, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is between CURALEAF, INC., a Delaware corporation (“CURALEAF” or “Company”) and PETER CLATEMAN, an individual resident of the state set forth on the signature page of this Agreement (the “Executive”). Each of CURALEAF and Executive are referred to as a “Party” and collectively, as the “Parties”. TERMS AND CONDITIONS 1. Position and Duties. (a) CURALEAF employs Executive at an executive officer level position as Chief Legal Officer reporting to Matt Darin, Chief Executive Officer. Executive will faithfully and diligently, in a professional manner, to the best of his or her abilities, experience, and talents, and in the best interest of CURALEAF, and its Affiliates, carry out the duties of his or her position as determined by the Board of Directors of CURALEAF from time-to-time, and under the direction of the CEO of CURALEAF. Executive performs his or her duties remotely from his home in New York City and from the Company’s New York City office. This is an exempt position, meaning the Execut

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