Browse EX-10 agreements

Exhibit 10.2

 

 

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 2, 2026, is entered into by and among PYXIS ONCOLOGY, 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:

 

A.

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Securities Purchase Agreement

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and between ALPHA MODUS HOLDINGS, INC., a Delaware corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 13.

 

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”).

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GUARANTY

 

This GUARANTY, made effective as of June 29, 2026, is given by Alpha Modus, Corp., a Florida corporation (“AMC”), and Alpha Modus Financial Services, LLC, a North Carolina limited liability company (“AMFS”, and together with AMC, “Guarantors”, and each individually, a “Guarantor”) for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

 

PURPOSE

 

A. Alpha Modus Holdings, Inc., a Delaware corporation and parent of Guarantors (“Company”), has or will issue to Investor one or more Secured Pre-Paid Purchases (the “Pre-Paid Purchases”) pursuant to the terms of a Securities Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

 

B. Investor agreed to provide the financing to Company evidenced by the Pre-Paid Purchases only upon the inducement and representation of Guarantors that they would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Pre-Paid Purchases, as provided herein.

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SUBORDINATION AND VOTING AGREEMENT

 

This Subordination and Voting Agreement (this “Agreement”) is entered into as of June 29, 2026 (the “Effective Date”), by and among Streeterville Capital, LLC, a Utah limited liability company (“Lender”), Alpha Modus Holdings, Inc., a Delaware corporation (“Company”), Alpha Modus, Corp. (“AMC”, and together with Company, and all subsidiaries and affiliates of Company, “Borrower”), and each of the undersigned creditors and shareholders of Borrower (each, a “Capital Party,” and collectively, the “Capital Parties”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Pre-Paid Purchases (defined below).

 

A. Company and Lender are parties to that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”).

 

B. Subject to the terms of the Purchase Agreement, Lender agreed to purchase up to

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of June 29, 2026, is made by ALPHA MODUS, CORP., a Florida corporation (“Guarantor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

 

A.

Alpha Modus Holdings, Inc., a Delaware corporation and parent company of Guarantor (“Debtor”), has or will issue to Secured Party one or more Secured Pre-Paid Purchases (the “Pre-Paid Purchases”), all pursuant to that certain Securities Purchase Agreement dated June 29, 2026 by and between Debtor and Secured Party (the “Purchase Agreement”).

 

 

 

B.

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SECURED PRE-PAID PURCHASE #1

 

June 29, 2026

U.S. $2,190,000.00

 

FOR VALUE RECEIVED, Alpha Modus Holdings, Inc., a Delaware corporation (“Company”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Investor”), $2,190,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months from the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Secured Pre-Paid Purchase #1 (this “Pre-Paid Purchase”), which is issued and made effective as of the date set forth above (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to that certain Securities Pur

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Security Agreement

 

This Security Agreement (this “Agreement”), dated as of June 29, 2026, is executed by Alpha Modus HOLDINGS, INC., a Delaware corporation (“AMH”), ALPHA MODUS, CORP., a Florida corporation (“AMC”), and ALPHA Modus Financial Services, LLC, a North Carolina limited liability company (“AMFS”, and together with AMC and AMH, the “Debtors”, and each individually, a “Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).

 

A. AMH issued to Secured Party that certain Secured Pre-Paid Purchase #1 of even date herewith, as may be amended from time to time, in the original face amount of $2,190,000.00 (“Pre-Paid Purchase #1”).

 

B. Pre-Paid Purchase #1 was issued pursuant to that certain Securities Purchase Agreement of even date herewith between AMH and Secured Party (the “Purchase Agreement”).

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FORM OF AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

 

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elroy Air, Inc., a Delaware corporation (formerly known as Inflection Point Acquisition Corp. VII, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Elroy Holders” (the “Elroy Holders”) and each of the undersigned parties listed on the signature page hereto under “Other Holders” (the “Other Holders” and each such party, together with the Sponsor,

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FORM OF SELLER LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Elroy Air, Inc.]1, a Delaware corporation (the “Company”) (formerly known as Columbus Circle Capital Corp II, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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SPONSOR SUPPORT AGREEMENT

 

This Sponsor Support Agreement (this “Agreement”) is dated as of June 26, 2026, by and among Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Columbus Circle Capital Corp. II, a Cayman Islands exempted company limited by shares (the “Purchaser”), and Elroy Air, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

WHEREAS, as of the date hereof, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) 265,000 Purchaser Class A Ordinary Shares (the Purchaser Class A Ordinary Shares are included in units, each unit consisting of one Purchaser Class A Ordinary Share and one-third of one warrant) and (ii) 7,666,667 Purchaser Class B Ordinary Shares (collectively, the “Subject Securities”);

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LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elroy Air, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. VII, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”) and, the Sponsor, CCM and Clear Street, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, (the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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Execution Version

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2026, by and among Columbus Circle Capital Corp. II, a Cayman Islands exempted company (the “Company”), Elroy Air, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, the Company, the Target, and IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement, dated as of June 26, 2026 (as it may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement,” and the transactions contemplated by the Business Combination Agreement, the “Business Combination”), pursuant to which, among other things, the Target will merge with and into Merger Sub, with the Target surviving the merger as a wholly owned subsidiary of the Company;

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