Browse EX-10 agreements

**Execution Version **

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2026, by and between TEMPEST THERAPEUTICS, INC.****, a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

The Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to the then applicable Available Amount (as defined in the Purchase Agreement) of Purchase Shares, and to induce the Buyer to enter into the Purchase Agreement, to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

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***Execution Version ***

PURCHASE AGREEMENT

PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2026, by and between TEMPEST THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined are defined in Section*** 1* of this Agreement.

WHEREAS:

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to the then applicable Available Amount (as defined below) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The shares of Common Stock to be purchased by the Investor hereunder are referred to herein as the “Purchase Shares.”

The parties hereto are entering into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), pursuant to which the Company shall register under the Securities Act the resale of the Registrable Securities (as defined in the Registration Rights Agreement) by the Investor upon the terms and subject to the conditions set forth therein.

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 Investor hereby agree as follows:

1. CERTAIN DEFINITIONS.

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PURCHASE AGREEMENT

between

FireFish TopCo, LLC

and

Aspire Biopharma Holdings, Inc.

Dated as of June 10, 2026

TABLE OF CONTENTS

Article I DEFINITIONS AND INTERPRETATIONS			1
	Section 1.01.	Definitions	1
Article II CLOSING			1
	Section 2.01.	Closing	1
	Section 2.02.	Transferred Equity and Other Interests	2
	Section 2.03.	Purchase Price	2

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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. 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: __________________

Original Principal Amount: $___________________

20% ORIGINAL ISSUE DISCOUNT

SENIOR SECURED CONVERTIBLE

DEBENTURE

DUE *                  * 20261

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Execution Version

BARRICK MINING CORPORATION

- and -

BARRICK NEVADA HOLDING LLC

- and -

NEWMONT CORPORATION

- and -

NEWMONT USA LIMITED

- and -

NEVADA GOLD MINES LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT OF NEVADA GOLD MINES LLC

August 10, 2026

TABLE OF CONTENTS

Article 1 Definitions; Interpretation		3
1.1	Definitions	3
1.2	Interpretation, Etc.	19
1.3	Amendment and Restatement	20
1.4	Schedules	20

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BIOXCEL THERAPEUTICS, INC.

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of August 12, 2026 by and between BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), and Susan Atkins (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company from certain liabilities. The By-Laws (the “By-Laws”) of the Company and the Certificate of Incorporation of the Company (“the Certificate of Incorporation”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The By-Laws and the Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not

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Independent Director Agreement

This agreement (the “Agreement”) is made effective as of August 12, 2026 by BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), and Susan E. Atkins (the “Director”).

WHEREAS, the Director is to be elected to the Company’s Board of Directors (the “Board”) pursuant to the By-Laws of the Company (the “Bylaws”) and the Company’s Amended and Restated Certification of Incorporation (as amended, the “Certification of Incorporation”);

WHEREAS, this Agreement is supplemental to and in furtherance of the Bylaws, the Certificate of Incorporation, and any resolutions adopted pursuant thereto and shall not be deemed a substitute thereof, nor diminish or abrogate the rights thereunder;

WHEREAS, the Director is willing to provide services to the Board on the terms and conditions set forth in this Agreement;

WHEREAS, the Company has spent significant time, effort and money to develop certain Confidential Information, which the Company considers vital to its business and goodwill;

WHEREAS, the Company wishes to protect and preserve the confidentiality of such Confidential Information and protect it from misuse; and

WHEREAS, the Company does not desire to receive from the Director any information which is confidential to, or the ownership of which resides in, a third party, whether acquired prior to or subsequent to the Director’s engagement under this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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LOAN AND SECURITY AGREEMENT

Dated as of August 10, 2026

______________________________________________________________________________

______________________________________________________________________________

LENSAR, Inc.

as Borrower, and

______________________________________________________________________________

______________________________________________________________________________

SALEM FIVE CENTS SAVINGS BANK,

as Lender

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TABLE OF CONTENTS

Page

SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
1.1.	Definitions	1
1.2.	Accounting Terms	17
1.3.	Uniform Commercial Code	17
1.4.	Certain Matters of Construction	17
SECTION 2.	CREDIT FACILITIES	17
2.1.	Revolver Commitment	17

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CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made effective as of May 26, 2026 (the “Effective Date”), by and between LENSAR, Inc., a Delaware corporation (the “Client”) and Monomoy Advisors LLC, a Delaware limited liability company (“Monomoy”). The Client and Monomoy are herein sometimes referred to individually as a “Party” and collectively as the “Parties.” The Parties agree that Monomoy will be engaged on the following terms and conditions.

1.

Services. Monomoy and Monomoy’s employees or contracted agents (the “Monomoy Personnel”) will provide services to the Client (the “Services”) which are described in Exhibit A. The Services may be amended or adjusted upon written agreement by both Parties and will be periodically reviewed.

2.

Compensation. In consideration of Monomoy’s performance of the Services, the Client shall compensate Monomoy as described in Exhibit A, which compensation shall consist of a cash consulting fee (the “Consulting Fee”). Consulting Fees will be invoiced as incurred and are due within thirty (30) days of the date of undisputed invoice, which shall include sufficient information to identify the nature of the Services. If the Parties agree to amend or adjust the Services pursuant to Paragraph 1 of this Agreement, the Parties will also negotiate in good faith to adjust the Consulting Fee accordingly. The Consulting Fee is subject to an annual increase of no more than 6%, effective January 1 of each year, beginning as of January 1, 2028, pursuant to written notice by Monomoy. Additional fees are payable hereunder as

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EXECUTION VERSION

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

TWFG HOLDING COMPANY, LLC

and

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Swingline Loan Lender and Issuing Lender

PNC CAPITAL MARKETS LLC,
as Sole Lead Arranger and Sole Bookrunner

Dated as of August 12, 2026

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TABLE OF CONTENTS

Page

1.1Certain Definitions1

1.2“Construction”37

1.3“Accounting Principles; Changes in GAAP”37

1.4Benchmark Replacement Notification38

ARTICLE 2 REVOLVING CREDIT AND SWINGLINE LOAN FACILITY38

2.1Revolving Credit Commitments.38

2.2[Nature of Lenders’ Obligations with Respect to Revolving Credit Loans

promissory Note

$97,691,000.00	August 7, 2026

1. Promise to Pay. FOR VALUE RECEIVED, THE ARENA GROUP HOLDINGS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to RENEW GROUP PRIVATE LIMITED, a private limited company registered under the laws of Singapore (the “Lender”), or to order, on August 6, 2029 (the “Maturity Date”), the principal amount of NINETY-SEVEN MILLION SIX HUNDRED NINETY-ONE THOUSAND AND 00/100 DOLLARS ($97,691,000.00), together with interest on the unpaid principal amount hereof until paid at the rate per annum set forth below.

2. Loan Agreement. This Promissory Note (this “Note”) is the promissory note described in Section 2 of that certain Loan and Security Agreement of even date herewith between the Lender and the Borrower (as amended, restated, ratified or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms but not specifically defined in this Note have the meanings given to the respective terms in the Loan Agreement. This Note is issued pursuant to, is entitled to the benefit of, and is subject to the provisions of the Loan Agreement and the other Loan Documents, but neither this reference to the Loan Agreement, the other Loan Documents nor any provision thereof will affect or impair the absolute and unconditional obligation of the Borrower to pay the principal of and interest on this Note as herein provided, subject only to any applicable notice and grace periods in the Loan Agreement. The indebtedness

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LOAN AGREEMENT

This LOAN AGREEMENT is executed by and between THE ARENA GROUP HOLDINGS, INC., a Delaware corporation (the “Borrower”), and RENEW GROUP PRIVATE LIMITED, a private limited company registered under the laws of Singapore (the “Lender”) on August 7, 2026 (the “Effective Date”).

RECITALS:

A. The Lender, as the assignee of BRF Finance Co., LLC, is the owner and holder of the Original Notes payable by the Borrower to the order of the Lender, which Original Notes evidence certain financial accommodations extended to the Borrower in the aggregate amount of the Existing Loan Balance.

B. The Borrower has requested that the Lender provide certain new financing accommodations to the Borrower to permit the Borrower to refinance the Existing Loan Balance owed by the Borrower to the Lender under the Original Notes and for other corporate purposes.

C. Pursuant to the Borrower’s request, the Lender is willing to extend such new financial accommodations to the Borrower under the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

Section 1. DEFINITIONS AND EXHIBITS.

1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement will have the meanings set forth on Exhibit A attached to this Agreement.

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