Browse EX-10 agreements

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Exhibit 10.15

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PREFERENCE SHARE CONVERSION AND EXCHANGE AGREEMENT

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THIS AGREEMENT is made on May 26, 2026 BETWEEN:

	(1)	Tan Boon Kiat (NRIC: 840712-10-5671), a Malaysian citizen ("Holder 1");

	(2)	**Soh Shyh Giin **(NRIC: 840529-01-5539), a Malaysian citizen (“Holder 2”);

	(3)	Ng Ai Vie (NRIC: 850317-10-5670), a Malaysian citizen ("Holder 3"),

(each a "Holder" and together the "Holders");

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Your Bank. Malaysia’s Bank. AmBank.TM

Date : 16-01-2020

Ref No. : AFSB/006147/19-12/CT2

KAINAN SDN BHD [COMPANY NO: 776506W]

NO. 20-2F,U13/BF,

JALAN SETIA PERDANA BF,

BANDAR SETIA ALAM, SEKSYEN U13,

40170 SHAH ALAM, SELANGOR.

PRIVATE & CONFIDENTIAL

Dear Sirs,

	Re:	BANKING FACILITIES OF RM2,000,000.00

AmBank **(M) **Berhad **(‘Bank’) **is pleased to offer the below-mentioned banking facilities **(‘Facility’) **to **KAINAN SDN BHD (‘Borrower’) **on the following terms and conditions:

	1.0	Types of Facilities and Limits

Facilities		Limits (RM)
Term Loan (TL)			2,000,000.00
Total			2,000,000.00

…

Ref: SAM/000406/20

04/08/2020

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CONFIDENTIAL

Kainan Sdn. Bhd.

20-2F, Jalan Setia Perdana BF U13/BF

Bandar Setia Alam

40170 Shah Alam

Selangor Darul Ehsan

Dear Sir/Madam,

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Extension of Validity Period of Letter of Offer

We refer to our Letter of Offer dated 28/07/2020 issued on the approval of the following financing :

Financing		Approved Limit
FL / GGS Prihatin (SJPP)		RM300,000-00 (Ringgit Malaysia: Three Hundred Thousand Only)

We are pleased to advise that we have extended the validity period of the acceptance of Letter of Offer to 31/10/2020.

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	HONG LEONG BANK BERHAD

PRIVATE & CONFIDENTIAL

Our Ref	:	STM/2020/00000000015
Date	:	30 November 2020

KAINAN SDN BHD (“The Borrower”)

(Company No. 776506-W)

No. 20-2F, Jalan Setia Perdana

BF U13/BF Seksyen U13

40170 Shah Alam, Selangor

Dear Sir/Madam,

APPLICATION FOR BANKING FACILITIES

We are pleased to advise that the Bank has approved your application for the banking facilities set out below subject to the following terms and conditions :-

	1.	Lending Branch

Hong Leong Bank Berhad

No. 19, Jalan Setia Prima RU 13/R

Setia Alam, 40170 Shah Alam, Selangor

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Contract No.: CCCC/ECRL/C04/FB/2022/022

AGREEMENT

FOR

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Construction Infrastructure Labour Works

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BETWEEN

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CHINA COMMUNICATIONS CONSTRUCTION (ECRL) SDN. BHD.

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And

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KAINAN SDN. BHD.

[776506-W]

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EAST COAST RAIL LI****NK PROJECT

(SECTION 4)

TABLE OF CONTENTS

1.0	DEFINITIONS AND INTERPRETATIONS	1
2.0	DURATION OF AGREEMENT	3
3.0	UNIT RATES	3
4.0	SCOPE OF WORKS	5
5.0	OBLIGATIONS OF THE SUBCONTRACTOR	5
6.0	OBLIGATIONS AND ENTITLEMENTS OF THE MAIN CONTRACTOR	8
7.0	PAYMENT TERMS	9

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Exhibit 10.16

	Our reference : ALSB/Corp/L TR/2025/005
	Date : 18 July 2025

KAINAN SDN BHD
200701018495(0776506-W)
20-2 F, Jalan Setia Perdana BF U13/BF,	***Private ***& Confidential
Bandar Setia Perdana,	By Hand
40170 Shah Alam,
Selangor Darul Ehsan

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Attn: Dato Whitney Tan Ann Nee, Deputy Director

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Dear YBhg. Dato,

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	RHB BANK BERHAD (Registration No: 196501000373 (6171-M)) Commercial Banking Business Centre Section 14, Petaling Jaya No. 1, 2nd Floor, Jalan 14/20 46100 Petaling Jaya Selangor Darul Ehsan Tel +603 7957 2402 Fax +603 7958 8121

RHB BANK BERHAD

(Registration No: 196501000373 (6171-M))

Private and Confidential

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Ref No: 20006116/CA/23/02/LO001

Date: 07/03/2023

KAINAN SDN. BHD. (776506W)

NO.20-2F

JALAN SETIA PERDANA BF U13/BF SEKSYEN U13 BANDAR SETIA ALAM

40170 SHAH ALAM

SELANGOR

Dear Sir,

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RHB BANK BERHAD

(Registration No: 196501000373 (6171-M))

Private and Confidential

Ref No: 20006116/CA/21/01/LO001

Date: 21/12/2021

KAINAN SDN BHD (776506W)

NO.20-2F, JALAN SETIA PERDANA BG U13/BF

SEKSYEN U13 BANDAR SETIA ALAM

40170 SHAH ALAM

SELANGOR

Dear Sir,

	RE:	BANKING FACILITY GRANTED TO KAINAN SDN BHD (“BORROWER”)

We, **RHB BANK BERHAD (“the Bank”) **are pleased to inform you that the Bank has agreed to offer you the Banking Facility(ies) as stated below and subject to the following terms and conditions: -

	1.	THE BANKING FACILITY(IES)

The banking facility(ies) granted or to be granted to you are as follows:-

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		Air Lestari Sdn Bhd Level 23rd, Bangunan Darul Ehsan, Jalan Indah, Seksyen 14, Lestari 40000 Shah Alam, Selangor Darul Ehsan www.airlestari.com.my Tel: +603-5513 8898 email: admin@airlestari.com.my

	TO :	KAINAN SDN BHD

20-1F, Jalan Setia Perdana BF U13/BF,

Bandar Setia Perdana,

40170 Shah Alam, Selangor

Ref: Dato' Whitney Tan Ann Nee

Tel : +603 5882 7272
Email: info@kainan.com.my

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GUARANTY OF PAYMENT

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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:

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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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PLEDGE AND SECURITY AGREEMENT

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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”).

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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”);

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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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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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