Browse EX-10 agreements

Execution Version

Amended and Restated Credit Agreement

Dated as of September 29, 2026

among

CTO Realty Growth, Inc.,

The Guarantors From Time to Time Parties Hereto,

the Lenders from time to time parties hereto,

KeyBank National Association,

as Administrative Agent,

KeyBanc Capital Markets Inc., The Huntington National Bank, PNC Capital Markets LLC, Regions Capital Markets, Truist Securities, Inc., Raymond James Bank, Wells Fargo Bank, N.A., and BofA Securities, Inc.,

as Joint Lead Arrangers

The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, Wells Fargo Bank, N.A., and Bank of America, N.A.,

as Co-Syndication Agents

and

KeyBanc Capital Markets Inc.,

as Sole Book Runner

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4902411.15

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Table of Contents

‌Page

SECTION 1.The Credit Facility‌1

Section 1.1.Revolving Credit Commitments‌1

Section 1.2.Term Loans‌2

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Exhibit 10.1

	REGENERON PHARMACEUTICALS, INC.
	ID: 13-3444607
	777 Old Saw Mill River Road
	Tarrytown, NY 10591

Notice of Grant of Performance Restricted Stock Units and Performance Restricted Stock Unit Agreement (****“Notice”)

Leonard S. Schleifer, M.D., Ph.D. [ADDRESS]	Performance RSU Number: **Plan: **Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan ID:

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Exhibit 10.2

	REGENERON PHARMACEUTICALS, INC.
	ID: 13-3444607
	777 Old Saw Mill River Road
	Tarrytown, NY 10591

Notice of Grant of Performance Restricted Stock Units and Performance Restricted Stock Unit Agreement (****“Notice”)

George D. Yancopoulos, M.D., Ph.D. [ADDRESS]	Performance RSU Number: **Plan: **Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan ID:

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Execution Version

PREFERRED UNIT PURCHASE AGREEMENT

This PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of September 30, 2026, by and among Vroom Automotive, LLC, a Delaware limited liability company (the “Company”), SPE Holdings 2026-1, a Delaware statutory trust (the “Purchaser”), and solely for the purposes set forth herein, Vroom, Inc., a Delaware corporation (“Vroom Parent”).

WHEREAS, the Company desires to sell and issue to the Purchaser, and the Purchaser desires to subscribe and purchase from the Company, up to 20,000 Preferred Units (as defined below), consisting of (a) 16,000 Series A1 Preferred Units, and (b) 4,000 Series B1 Preferred Units (collectively, the “Units”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Purchaser hereby agree as follows:

1.

Purchase and Sale; Closing; Origination Fee.

1.1

Purchase and Sale of the Units.

(a)

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Execution Version

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

VROOM AUTOMOTIVE, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

Dated as of September 30, 2026

THE MEMBERSHIP INTERESTS AND UNITS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, OFFERED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

SUCH INTERESTS ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THIS AGREEMENT, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH INTERESTS UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER.

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Exhibit 10.1

** **

Note Purchase Agreement

** **

This Note Purchase Agreement (this “Agreement”), dated as of September 28, 2026, is entered into by and between Nomad Power Solutions, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $6,570,000.00 (the “Note”).

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GUARANTY

This GUARANTY, made effective as of September 28, 2026, is given by Lixte Biotechnology, Inc., a Delaware corporation, Nomad Transportable Power Systems, Inc., a Delaware corporation, and Liora Technologies Europe Ltd., a company incorporated under the laws of England and Wales (collectively, the “Guarantors”, and each individually, a “Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

A. Nomad Power Solutions, Inc., a Delaware corporation and parent of Guarantors (“Company”), has issued to Investor that certain Secured Promissory Note of even date herewith in the original principal amount of $6,570,000.00 (the “Note”).

B. The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

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Security Agreement

This Security Agreement (this “Agreement”), dated as of September 28, 2026, is executed by Nomad Power Solutions, Inc., a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).

A. Debtor issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in the original face amount of $6,570,000.00 (the “Note”).

B. In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and grant Secured Party a security interest in the Collateral (as defined below).

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees with Secured Party as follows:

1. Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:

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15JPSS26F00001694 Page 1 of 38 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 AND 30. 1. REQUISITION NUMBER 15JA99-26-PR-0098 PAGE 1 OF 38 5. SOLICITATION NUMBER 2. CONTRACT NUMBER 3. AWARD/EFFECTIVE DATE 09/14/2026 4. ORDER NUMBER 6. SOLICITATION ISSUE DATE 7. FOR SOLICITATION INFORMATION CALL: a. NAME b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE / LOCAL TIME CODE 15JPSS U.S. Department of Justice Procurement Services Staff 145 N St., NE, 8E.300 Washington, DC 20530 9. ISSUED BY UNRESTRICTED OR X SET ASIDE: % FOR X SMALL BUSINESS HUBZONE SMALL BUSINESS SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS (SDVOSB) WOMEN-OWNED SMALL BUSINESS (WOSB) ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS (EDWOSB) 8(A) NORTH AMERICAN INDUSTRY CLASSIFICATION STANDARD (NAICS): 541511 SIZE STANDARD: 10. THE ACQUISITION IS SEE SCHEDULE X 11. DELIVERY FOR FREE ON BOARD (FOB) DESTINATION UNLESS BLOCK IS MARKED 12. DISCOUNT TERMS 13a. THIS CONTRACT IS A RATED ORDER UNDER THE DEFENSE PRIORITIES AND ALLOCATIONS SYSTE

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FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT

This First Amendment to the Stockholders Agreement dated as of September 29, 2026 (this “Amendment”), is entered into by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and SGF FANG Holdings, LP (“SGF FANG Holdings”). Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Stockholders Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Initial Stephens Stockholders entered into that certain Stockholders Agreement, dated as of September 10, 2024 (the “Stockholders Agreement”);

WHEREAS, SGF FANG Holdings became a Stephens Stockholder pursuant to a joinder agreement entered into in accordance with the Stockholders Agreement (the “Joinder”) and, as of the date hereof, holds a majority of the Voting Securities held by all Stephens Stockholders and therefore constitutes the Stephens Majority;

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2026, between Lantern Pharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below) as to the Shares, the Prefunded Warrants and the Prefunded Warrant Shares and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Warrants and Warrant Shares (each as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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Exhibit 10.1

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Exhibit 10.1

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Exhibit 10.1

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