Browse EX-10 agreements

**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 2026, by and among LB Pharmaceuticals Inc, a Delaware corporation (the “Company”), and each of the entities 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;

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, (A) shares (the “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 together with the Shares, the “Securities”); and

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2026, is entered into by and among LB 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”). 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: **

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 2026, by and among Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and each of 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;

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2026, is entered into by and among Processa 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”). 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:

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**FORM OF **

**WARRANT TO PURCHASE COMMON STOCK AMENDING AGREEMENT **

This **WARRANT TO PURCHASE COMMON STOCK AMENDING AGREEMENT **(this “Agreement”) is dated July 27, 2026 between:

**[__________] **

(the “Holder”)

-and-

**SYNLOGIC, INC. **

(the “Company”).

WHEREAS:

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**FORM OF REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2026, is entered into by and among Caldera Therapeutics, Inc., a Delaware corporation (the “Company”), Sonic Holdco, Inc., a Delaware corporation (“Parent”), 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 Securities Purchase Agreement by and among the Company and the Investors party thereto, dated as of July 28, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

**WHEREAS: **

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**STOCKHOLDER SUPPORT AGREEMENT **

This Support Agreement (this “Support Agreement”) is being delivered on July 28, 2026 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Synlogic Shares (as defined below) of Synlogic, Inc., a Delaware corporation (“Synlogic”), to Caldera Therapeutics, Inc., a Delaware corporation (“Caldera”) and to Synlogic.

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), as amended from time to time, dated as of July 28, 2026, by and among Synlogic, Caldera, Sonic Holdco, Inc., a Delaware corporation (“Parent”), Sonic Merger Sub, Inc., a Delaware corporation (“Synlogic Merger Sub”), and Yellowstone Merger Sub, Inc., a Delaware corporation (“Caldera Merger Sub”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

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FORM OF LOCK-UP AGREEMENT

July 28, 2026

Caldera Therapeutics, Inc.

300 Technology Square, 8th Floor

Cambridge, MA 02139

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Caldera Therapeutics, Inc., a Delaware corporation (the “Company”), has entered into an Agreement and Plan of Merger, dated as of July 28, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Synlogic, Inc., a Delaware corporation (“Synlogic”), Sonic Holdco, Inc., a Delaware corporation (“Parent”), Yellowstone Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent, and Sonic Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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**FORM OF SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 2026, by and among Caldera Therapeutics, 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 U.S. Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, each Investor, severally and not jointly, wishes to purchase, and the Company wishes to issue and sell, upon the terms and conditions stated in this Agreement, an aggregate of approximately $278,000,000 worth of shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a per share purchase price equal to the Share Price (as defined below);

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**STOCKHOLDER SUPPORT AGREEMENT **

This Support Agreement (this “Support Agreement”) is being delivered on July 28, 2026 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Caldera Shares (as defined below) of Caldera Therapeutics, Inc., a Delaware corporation (“Caldera”), to Synlogic, Inc., a Delaware corporation (“Synlogic”) and to Caldera.

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), as amended from time to time, dated as of July 28, 2026, by and among Caldera, Synlogic, Sonic Holdco, Inc., a Delaware corporation (“Parent”), Yellowstone Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Caldera Merger Sub”) and Sonic Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Synlogic Merger Sub”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: US$27,818.5	Dated as of June 15, 2026

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: US$27,818.5	Dated as of June 15, 2026

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