Browse EX-10 agreements

THIS SECURITY HAS NOT 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and between CERo Therapeutics Holdings, Inc., a Delaware corporation (“Pledgor”), and SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (“Secured Party”).

WHEREAS, Secured Party has agreed to make a secured loan to Pledgor pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of August 27, 2026, made by Pledgor in favor of Secured Party in the original principal amount of $11,666,108.77 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, Pledgor is the legal and beneficial owner of the shares of capital stock of CERo Therapeutics, Inc., a Delaware corporation (the “Issuer”), described on Schedule I attached hereto; and

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ASSET SECURITY AGREEMENT

THIS ASSET SECURITY AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and between CERo Therapeutics Inc., a Delaware corporation (“Grantor”), and SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (“Secured Party”).

WHEREAS, Secured Party has agreed to make secured loans (the “Loans”) to CERo Therapeutics Holdings, Inc., a Delaware corporation (“CERo Holdings”), pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of August 25, 2026, made by CERo Holdings in favor of Secured Party in the original principal amount of $5,666,108.77, with the aggregate principal amount of the loans not to exceed $11,666,108.77 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, Grantor owns the assets described on Exhibit A attached hereto;

WHEREAS, Grantor is a wholly-owned subsidiary of CERo Holdings and will benefit from the making of the Loans by the Secured Party to CERo Holdings; and

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GUARANTY OF PAYMENT

THIS GUARANTY OF PAYMENT (as the same may be hereafter amended, modified, restated, renewed, replaced, supplemented or extended, this “Guaranty”) is made as of August 27, 2026, CERo Therapeutics Inc., a Delaware corporation (the “Guarantor”), in favor of SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (together with its permitted successors and assigns, “Lender”).

R E C I T A L S:

WHEREAS, contemporaneously herewith, Lender has made available to CERo Therapeutics Holdings, Inc., a Delaware corporation (“Borrower”), loans in with the aggregate principal amount of the loans not to exceed $11,666,108.77 (the “Loans”) pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of the date hereof, made by Borrower, as maker, in favor of Lender, as payee (together with all extensions, renewals, modifications, substitutions and amendments thereof made in accordance with its terms, the “Note”);

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WAIVER AND CONSENT

This WAIVER AND CONSENT (this “Waiver and Consent**”) is dated as of September 2nd, 2026 (the “Effective Date”), by and between VolitionRx Limited, a Delaware corporation (the “Company” or “Maker”), and Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind” or “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the A&R Purchase Agreement (as defined below).

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August 27, 2026

Inflection Point Acquisition Corp. VIII

1680 Michigan Avenue, Suite 700 #1032
Miami Beach, FL 33139

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”), and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one third of one redeemable warrant. Each

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INFLECTION POINT ACQUISITION CORP. VIII

1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139

August 27, 2026

Inflection Point Holdings VIII LLC

1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139

Inflection Point Asset Management LLC

1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139

Re: Services and Indemnification Agreement

Ladies and Gentlemen:

This services and indemnification agreement (this “Agreement”) is being entered into by and among Inflection Point Acquisition Corp. VIII (the “Company”), Inflection Point Holdings VIII LLC (the “Sponsor”) and Inflection Point Asset Management LLC, an affiliate of the Sponsor and certain directors and executive officers of the Company (“IPAM”), as of the date hereof, to confirm our agreement that:

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** **

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

** **

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 27, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”), Inflection Point Holdings VIII LLC, a Delaware limited liability company (the “Purchaser”), and, solely with respect to Section 6, Inflection Point Fund I, LP, a Delaware limited partnership (“IPF”).

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of August 2026, by and between Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”) and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC ("Cohen & Co." or the “Subscriber”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 3,000,000 warrants (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in conne

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 27, 2026 by and between Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-298162 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2026, by and between INFLECTION POINT ACQUISITION CORP. VIII, a Cayman Islands exempted company (the “Company”), and ___________ (“Indemnitee”).

RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, 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 such corporations;

** **

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 and its subsidiaries, if any, from certain liabilities;

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