Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 10, 2026, is entered into by and between NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each an “Investor”, and together the “Investors”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder, the Company desires to issue and sell to each Investor, and each Investor, 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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SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp. , a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyers ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyers wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

 

Southern Cross Acquisition I Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

 

[__], 2026

 

Ladies and Gentlemen:

 

Southern Cross Acquisition I Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-[ ]) (“Registration Statement”).

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[__], 2026

 

Southern Cross Acquisition I Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition I Corp., a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

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Execution Version

 

INDEMNIFICATION AGREEMENT

 

This Agreement, made and entered into effective as of [__], 2026 (“Agreement”), by and between Southern Cross Acquisition I Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

 

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

 

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

 

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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EXHIBIT 10.5

 

SOUTHERN CROSS ACQUISITION I CORP.

 

Genesis Building, 5thFloor, Genesis Close

PO Box 446, Cayman Islands, KY1-1106

 

September 29, 2025

 

Southern Cross Acquisition I Sponsor Corp.

Genesis Building, 5thFloor, Genesis Close

PO Box 446, Cayman Islands, KY1-1106

 

RE: Securities Purchase Agreement

 

Ladies and Gentlemen:

 

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 172.5 ordinary shares (the “Shares”), par value $1.00 per share (the “Ordinary Shares”) in ourselves, Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”), among which, up to 22.5 Ordinary Shares are subject to forfeiture by you if the underwriter of the initial public offering (the "IPO") of the Company does not fully exercise their over-allotment options (the "Over-allotment Option"). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Compan

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 2026, by and among Southern Cross Acquisition I Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

 

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof; and

 

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

 

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

 

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

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SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Ally Tong Zhang, with an address at 14 Pitlochry Place, Highland Park, Auckland, New Zealand (the “Buyer”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Siu Wai Lam, with an address at Unit 1426, Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (the “Buyer”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 

This First Amendment (“First Amendment”) to the Securities Purchase Agreement (as defined below) is made and entered into as of April 13, 2026, by and between Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Subscriber”) and Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

 

WHEREAS, the Subscriber and the Company entered into that certain Securities Purchase Agreement, dated as of September 29, 2025 (the “Original Agreement,” and as amended, including by this First Amendment, the “Securities Purchase Agreement”), pursuant to which the Subscriber purchased from the Company 172.5 ordinary shares, par value $1.00 per share;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Southern Cross Acquisition I Corp., a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[ ]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized term used herein and not otherwise defined sha

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THIS PROMISSORY NOTE (“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.

 

PROMISSORY NOTE

 

Principal Amount: Up to US$500,000

Effective as of April 7, 2026

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