Browse EX-10 agreements

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Exhibit 10.1

EXECUTION VERSION

 

CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

 

INVESTMENT AGREEMENT

 

dated as of July 1, 2026

 

by and among

 

BridgeBio Pharma, Inc.

 

and

 

the Purchasers identified herein

 

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TABLE OF CONTENTS

 

 

Page

 

 

 

ARTICLE I

 

PURCHASE; CLOSING

 

 

 

Section 1.1

Purchase

1

Section 1.2

Closing

1

 

 

 

ARTICLE II

 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

 

 

Section 2.1

Organization and Authority

2

Section 2.2

Capitalization

2

Section 2.3

Authorization

3

Section 2.4

Sale and Status of Securities

4

Section 2.5

SEC Documents; Financial Statements

5

Section 2.6

Undisclosed Liabilities

5

Section 2.7

Absence of Changes

5

Section 2.8

Brokers and Finders

6

Section 2.9

Registration Rights

6

Section 2.10

Compliance with Laws; Anti-Corruption; Trade Controls

6

Section 2.11

Listing and Maintenance Requirements

7

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Exhibit 10.2

EXECUTION VERSION

 

 REGISTRATION RIGHTS AGREEMENT

 

of

 

BridgeBio Pharma, Inc.

 

dated as of July 1, 2026

 

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TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

Definitions

1

Registration Rights

4

 

(a)

Shelf Registration

4

 

(b)

Automatic Shelf Registration Statements

4

 

(c)

Continued Effectiveness

4

 

(d)

Postponements in Requested Registrations

4

 

(e)

Registration Expenses

4

Registration Procedures

5

Indemnification

8

 

(a)

Indemnification by the Company

8

 

(b)

Indemnification by the Stockholders of Registrable Securities

8

 

(c)

Conduct of Indemnification Proceedings

9

 

(d)

Contribution

9

 

(e)

Non-Exclusivity

10

Registration Expenses

10

Rule 144

10

Miscellaneous

10

 

(a)

Termination

10

 

(b)

Amendments and Waivers

11

 

(c)

Successors, Assigns and Transferees

11

 

(d)

Notices

11

 

(e)

Further Assurances

12

 

(f)

No Inconsistent Agreements

12

 

(g)

Entire Agreement; No Third Party Beneficiaries

12

 

(h)

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VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of June , 2026, by and among Columbus Circle Capital Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Sellers”) 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 Sellers are the holders of such number and type of Company Securities as are indicated opposite each of their names on Schedule I attached hereto (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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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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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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SECURITIES PURCHASE AGREEMENT

BY AND AMONG

PYXIS ONCOLOGY, INC.,

AND

THE PURCHASERS

AS SET FORTH HEREIN

June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

Definitions

1

Purchase and Sale of Securities

6

2.1

Purchase and Sale

6

2.2

Closing

6

Representations and Warranties of the Company

7

3.1

Organization and Power

7

3.2

Capitalization

7

3.3

Registration Rights

7

3.4

Authorization

7

3.5

Valid Issuance

8

3.6

No Conflict

8

3.7

Consents

9

3.8

SEC Filings; Financial Statements

9

3.9

Absence of Changes

10

3.10

Absence of Litigation

10

3.11

Compliance with Law; Permits

10

3.12

Intellectual Property

11

3.13

Employee Benefits

11

3.14

Taxes

12

3.15

Environmental Laws

12

3.16

Title

12

3.17

Insurance

13

3.18

Nasdaq Stock Market

13

3.19

Sarbanes-Oxley Act

13

3.20

Clinical Data and Regulatory Compliance

13

3.21

Compliance with Health Care Laws

14

3.22

Accounting Controls and Disclosure Controls and Procedures

15

3.23

Price Stabilization of Common Stock

15

3.24

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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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