BROWSE·page 469 of 613

Browse EX-10 agreements

7,353 total material contract exhibits.


EX-10.1

Trulieve Cannabis Corp.

LIMITED LIABILITY COMPANY AGREEMENT Harvest Enterprises, LLC (A Delaware Limited Liability Company) Effective as of June 2, 2026 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE STATE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.


EX-10.1·8-K·CIK 1754195·ACC 0001754195-26-000033·Filed Jun 04, 2026, 06:42 ET

EX-10.2

Trulieve Cannabis Corp.

CLASS A UNIT PURCHASE AGREEMENT THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of June 2, 2026 by and among Harvest Enterprises, LLC (the “Company”) and Whitley Holding 05192026, LLC (the “Purchasers”), and solely for the purposes of Sections 6.2 and 6.3, Trulieve Cannabis Corp, a corporation existing under the laws of the Province of British Columbia, Canada (“Trulieve”). The parties hereby agree as follows: 1. Purchase and Sale of Preferred Units. 1.1 Sale and Issuance of Class A Units. Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing and the Company agrees to sell and issue to the Purchasers at the Closing the number of Class A Units (the “Class A Units”) set forth opposite each Purchaser’s name on Schedule 1. The Class A Units issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Units.” 1.2 Closing; Delivery. The purchase and sale of the Units shall take place as of the date of this Agreement remotely via electronic exchange of signature pages (the “Closing”).

EX-10.2·8-K·CIK 1754195·ACC 0001754195-26-000033·Filed Jun 04, 2026, 06:42 ET

EX-10.13

Parabilis Medicines, Inc.

PARABILIS MEDICINES, Inc.

Executive Severance Plan

Purpose. Parabilis Medicines, Inc., a Delaware corporation (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”) recognizes, however, that, as is the case with many publicly-held corporations, the possibility of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 2 hereof), exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, the Board has determined that the Parabilis Medicines, Inc. Executive Severance Plan (the “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s Covered Executives (as defined in Section 2 hereof) to their assigned duties without distraction. Nothing in this Plan shall be const

EX-10.13·S-1/A·CIK 1657677·ACC 0001193125-26-256398·Filed Jun 04, 2026, 06:16 ET

EX-10.6

Parabilis Medicines, Inc.

PARABILIS MEDICINES, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Parabilis Medicines, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

Administration

EX-10.6·S-1/A·CIK 1657677·ACC 0001193125-26-256398·Filed Jun 04, 2026, 06:16 ET

EX-10.4

Parabilis Medicines, Inc.

PARABILIS MEDICINES, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Parabilis Medicines, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Parabilis Medicines, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (“Stock”). 1,110,000 shares of Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Stock reserved and available for issuance under the Plan shall automatically be cumulatively increased by the least of (i) 1,110,000 shares of Stock, (ii) one percent (1%) of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such number of shares of Stock as determined by the Administrator (as defined in Section 1).

EX-10.4·S-1/A·CIK 1657677·ACC 0001193125-26-256398·Filed Jun 04, 2026, 06:16 ET

EX-10.3

Parabilis Medicines, Inc.

PARABILIS MEDICINES, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

sECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Parabilis Medicines, Inc. 2026 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Parabilis Medicines, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

EX-10.3·S-1/A·CIK 1657677·ACC 0001193125-26-256398·Filed Jun 04, 2026, 06:16 ET

EX-10.7

Parabilis Medicines, Inc.

PARABILIS MEDICINES, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Parabilis Medicines, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

EX-10.7·S-1/A·CIK 1657677·ACC 0001193125-26-256398·Filed Jun 04, 2026, 06:16 ET

EX-10.8

Parabilis Medicines, Inc.

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Parabilis Medicines, Inc., a Delaware corporation (the “Company”), and [•1] (“You”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to any confidentiality, assignment of invention, or restrictive covenant agreements between you and the Company and the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between you and the Company dated [•2] (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ you and you desire to continue to be employed by the Company on the new terms and conditions contained herein.

EX-10.8·S-1/A·CIK 1657677·ACC 0001193125-26-256398·Filed Jun 04, 2026, 06:16 ET

EX-10.8

X-Energy, Inc.

MASTER REORGANIZATION AGREEMENT BY AND AMONG

X-ENERGY REACTOR COMPANY, LLC, X-ENERGY, INC.,

AND THE OTHER PARTIES HERETO

April 23, 2026


TABLE OF CONTENTS

Page

Article I DEFINITIONS AND CONSTRUCTION 1
Section 1.1 Definitions 1
Section 1.2 Other Definitions 4
Section 1.3 Headings; References; Interpretation 5
Article II RESTRUCTURING ACTIONS AND RELATED MATTERS 6
Section 2.1 Recapitalization 6
Section 2.2 Amended and Restated Certificate of Incorporation and Bylaws of PubCo 7
Section 2.3 Blocker Merger 7
Section 2.4 Directors and Officers 8
Section 2.5 XERC Member Contributions and Subscriptions 8
Section 2.6 Amendment and Restatement of Limited Liability Company Agreements 10
Section 2.7 PubCo Contributions 10
Section 2.8 Management Holdings Liquidation 10
Article III INITIAL PUBLIC OFFERING AND RELATED MATTERS 11
Section 3.1 Underwriters Agreement 11
Section 3.2 Tax Receivable Agreement 11

EX-10.8·10-Q·CIK 2088896·ACC 0001193125-26-256376·Filed Jun 04, 2026, 06:06 ET

EX-10.10

X-Energy, Inc.

FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of April 23, 2026, by and among X-Energy, Inc., a Delaware corporation (the “Corporation”), each of the investors listed on Schedule A to this Agreement and any additional investor that becomes a party to this Agreement in accordance with Section 2.12 of this Agreement, each of which is referred to in this Agreement as a “Holder”.

RECITALS:

A.

The Corporation is contemplating an offer and sale of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), to the public in an underwritten initial public offering (the “IPO”).

B.

The Corporation desires to use a portion of the net proceeds from the IPO to purchase Common Units (as defined below) of X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), and the Company desires to issue its Common Units to the Corporation in exchange for such portion of the net proceeds from the IPO.

C.

EX-10.10·10-Q·CIK 2088896·ACC 0001193125-26-256376·Filed Jun 04, 2026, 06:06 ET

EX-10.9

X-Energy, Inc.

TAX RECEIVABLE AGREEMENT by and among X-ENERGY, INC. X-ENERGY REACTOR COMPANY, LLC THE TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of April 23, 2026

|US-DOCS\170052853.6||


TABLE OF CONTENTS

Page

Article I Definitions 2
Section 1.1. Definitions 2
Section 1.2. Rules of Construction 12
Article II Determination of Realized Tax Benefit 13
Section 2.1. Basis Adjustments; XERC 754 Election 13
Section 2.2. Attribute Schedules 14
Section 2.3. Tax Benefit Schedules 14
Section 2.4. Procedures; Amendments 15
Article III Tax Benefit Payments 16
Section 3.1. Timing and Amount of Tax Benefit Payments 16
Section 3.2. No Duplicative Payments 19
Section 3.3. Pro-Ration of Payments as Between the TRA Parties 19
Section 3.4. Overpayments 20
Article IV Termination 20
Section 4.1. Early Termination of Agreement; Acceleration Events 20
Section 4.2. Early Termination Notice 21

EX-10.9·10-Q·CIK 2088896·ACC 0001193125-26-256376·Filed Jun 04, 2026, 06:06 ET

EX-10.3

X-Energy, Inc.

X-ENERGY, INC.

2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK Unit Grant Notice

X-Energy, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the X-Energy, Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Participant: [To be specified]
Grant Date: [To be specified]
Number of RSUs: [To be specified]
Vesting Commencement Date: [To be specified]
Vesting Schedule: [To be specified]

EX-10.3·10-Q·CIK 2088896·ACC 0001193125-26-256376·Filed Jun 04, 2026, 06:06 ET