Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2026, by and between Quantum Space, LLC, a Delaware limited liability company (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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 Purchaser agree as follows:

ARTICLE 1

DEFINITIONS

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and between IPFX Pubco, Inc., a Delaware corporation (“Pubco”), and the subscriber listed on Schedule I hereto (the “Subscriber”).

WHEREAS, Pubco, Quantum Space, LLC, a Delaware limited liability company (“QS LLC”), Inflection Point Acquisition Corp. VI, a Delaware corporation (formerly a Cayman Islands exempted company) (the “Purchaser”), and IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”), entered into that certain Business Combination Agreement, dated as of June 8, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the parties consummated a business combination;

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QUANTUM SPACE, LLC

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**EIGHTH AMENDED AND RESTATED **

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [●], 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

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	**Quantum Space ** 801 Thompson Avenue Rockville, MD 20852

May 6, 2026

Adarsh Parekh

Dear Adarsh,

On behalf of Quantum Space, LLC (“Quantum Space”), I am pleased to offer you the position of Chief Financial Officer.

The following terms and conditions apply:

	●	Start date of June 8, 2026, or as mutually agreed upon;

	●	Annual salary at the rate of $350,000, paid bi-weekly, less applicable taxes and withholdings;

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QUANTUM SPACE MANAGEMENT LLC

INCENTIVE UNIT AWARD AGREEMENT

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THIS INCENTIVE UNIT AWARD AGREEMENT (this “Agreement”) by and between Quantum Space Management, LLC, a Delaware limited liability company (the “Company”), and the Participant whose name appears on the signature page to this Agreement (“Participant”) is dated as of the date first set forth on the signature page to this Agreement (the “Effective Date”).

WHEREAS, the Company has adopted and the Administrator has approved the Amended and Restated Profits Interest Plan of Quantum Space Management, LLC (as it may be amended from time to time, (the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement;

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Execution Version

QUANTUM SPACE, LLC

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EFFECTIVE AS OF JUNE 8, 2026

TABLE OF CONTENTS

			Page
1.	DEFINITIONS		1
2.	REGISTRATION RIGHTS		6
	2.1	Demand Registration	6
	2.2	Company Registration	8

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Unit Appreciation Right Agreement

This Unit Appreciation Right Agreement (the “Agreement”) is dated as of (DATE) (the “Grant Date”) and is made by and between Quantum Space, LLC, a Delaware limited liability company (the “Company”), and the Participant whose name appears on the signature page to this Agreement (the “Participant”). Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Amended and Restated Quantum Space, LLC Unit Appreciation Right Plan (the “Plan”).

Witnesseth:

Whereas, the Board of Directors has adopted the Plan to motivate Employees by providing them with performance-related incentives;

Whereas, the Board of Directors has approved the grant to Participant of a Unit Appreciation Right which, under certain circumstances, would entitle Participant to a cash payment with respect to each vested Unit subject to this Unit Appreciation Right in an amount equal to the excess, if any, of (i) the Company Unit Sale Price in connection with a Company Sale over (ii) the Base Amount specified herein; and

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Execution Version

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FEE REDUCTION AGREEMENT

May 8, 2026

WHEREAS, pursuant to that certain Underwriting Agreement between Inflection Point Acquisition Corp. VI (together with any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co. (“CF&CO”), dated March 26, 2026 (as it may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $12,045,000 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-292443), and dated March 26, 2026. Capitalized terms used in this agreement (this “Agreement”) but not defined herein shall have the meanings given to such terms in the Underwriting Agreement. For the avoidance of doubt, all references to the “Company” herein shall also refer to the “go-forward” public surviving or successor entity to the Company fol

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**EXHIBIT 10.5  **

Employment Agreement

Dear Huasiyuan Liu,

We are pleased to confirm the terms of your employment with Tigerless AI Holdings, Inc. (the “Company”) as Chief Financial Officer, effective upon the consummation of the proposed business combination involving Tigerless Health Inc. and Piermont Valley Acquisition Corp.

Your title will be Chief Financial Officer. You will work on a hybrid basis, with a combination of in-office work at the Company’s main office located at 450 7th Avenue, Suite 905, New York, NY, and remote work. Your title, responsibilities, and supervisor may be changed at the sole discretion of the Company. Your initial job duties are described in the position description attached to this letter.

This position is structured based on role responsibilities, business needs, and mutual expectations. Specific work arrangements, including scope of responsibilities and performance expectations, will be communicated by your manager and may evolve over time.

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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 Tigerless AI Holdings Inc., a Nevada corporation (the “Company”), Piermont Valley Acquisition Corp., a Cayman Islands exempted company (“Piermont”), and the undersigned parties listed on the signature pages hereto and any other person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 (each, a “Holder” and collectively, the “Holders”).

RECITALS

WHEREAS, Piermont, CEMAC Sponsor LP and certain securityholders are parties to that certain Registration Rights Agreement, dated as of November 30, 2021 (the “Existing Registration Rights Agreement”);

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INSIDER SUPPORT AGREEMENT

This INSIDER SUPPORT AGREEMENT dated as of [•], 2026 (this “Support Agreement”), is entered into by and among Tigerless Health, Inc., a New York corporation (the “Company”), Piermont Valley Acquisition Corp., a Cayman Islands exempted company (“Piermont”) and CEMAC Sponsor LP, Vikasati Partners, LLC and Valleypark Road LLC (each a “Sponsor”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, Piermont and the Company have entered into an Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the “Merger Agreement”), pursuant to which, among other things, each of Piermont and Company shall become a subsidiary of Tigerless AI Holdings Inc., a Nevada corporation (“Pubco”);

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PROMISSORY* *NOTE

Principal Amount: Up to $500,000	As of June 8th, 2026

Tigerless Health Inc (“Maker”) promises to pay to the order of First Cover, Inc. (“Holder”) the principal up to Five Hundred Thousand Dollars ($500,000) or such lesser amount as shall have been loaned by Holder to Maker in lawful money of the United States of America, on the terms and conditions described below.

1.   Principal.

(a)  The principal amount outstanding under this Note shall be payable on the earliest to occur of (i) the consummation of the Company’s initial business combination, (ii) the liquidation of the Company, or (iii) June 8, 2027 (the “Maturity Date”). Notwithstanding anything to the contrary herein, in no event shall the maturity of this Note extend beyond the Maturity Date. The Company may repay this Note, in whole or in part, at any time without premium or penalty.

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