Browse EX-10 agreements

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

…

Execution Version

LEASE AGREEMENT

BETWEEN

[***],

A DELAWARE LIMITED LIABILITY COMPANY,

AS LANDLORD,

AND

[***],

A DELAWARE LIMITED LIABILITY COMPANY,

AS TENANT

BUILDING [***]

1

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TABLE OF CONTENTS

								Page
1.							Basic Lease Information and Definitions	5
2.							Lease Grant	5
3.							Tender of Possession; Contingencies	6

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Execution Version

CONFIDENTIAL

LEASE AGREEMENT

BETWEEN

[_____],

A DELAWARE LIMITED LIABILITY COMPANY,

AS LANDLORD,

AND

[***],

AS TENANT

BUILDING [__]

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TABLE OF CONTENTS

Page

1.							Basic Lease Information and Definitions	1
2.							Lease Grant	1
3.							Tender of Possession; Contingencies	1
4.							Rent	4

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Execution Version

CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

FORM OF RESIDUAL VALUE GUARANTY

This RESIDUAL VALUE GUARANTY (this “Guaranty”), dated as of [                    ] (the “Execution Date”), is entered into by NVIDIA Corporation, a Delaware corporation (the “Guarantor”) and [                    ], a Delaware limited liability company (“Landlord”) with reference to the following facts:

A.[***] (“Tenant”) and Landlord entered into that certain Lease Agreement dated as of the Execution Date (together with the Work Letter and other exhibits thereto, collectively, the “Lease”), in which Tenant agreed to lease certain real property located in the City of Piketon, State of Ohio (as more particularly described in the Lease) from Landlord upon and subject to the terms and conditions set forth therein.

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Execution Version

AMENDEDANDRESTATEDLEASEAGREEMENT

BETWEEN

[***],

ADELAWARELIMITEDLIABILITYCOMPANY,

AS LANDLORD,

AND

[***], ADELAWARELIMITEDLIABILITYCOMPANY,

AS TENANT

BUILDING[***]

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TABLE OF CONTENTS
								Page
1.							Basic Lease Information and Definitions	6

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SEQUENCE BY ALLOY PROPERTIES

** **

LEASE

** **

This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between ARGON PROPCO 2021, LLC, a Delaware limited liability company (“Landlord”), and AGILITY ROBOTICS, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

** **

| | | | |

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MILL CREEK CORPORATE CENTER

L E A S E

** **

BY AND BETWEEN

** **

PACIFIC REALTY ASSOCIATES, L.P.****,

a Delaware limited partnership

AND

AGILITY ROBOTICS, INC.,

a Delaware corporation

Table of Contents

1.	Basic Lease Terms	1
2.	Delivery of Possession and Commencement; Landlord’s Work; Tenant Improvements	3
3.	Lease Term; Early Entry	4
4.	Rent Payment	5
5.	Security Deposit; Letter of Credit	5
6.	Use of the Premises; Hazardous Substances	8

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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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