Browse EX-10 agreements

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of    , 2026, is made and entered into by and among TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), TCGX Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”), TCG Crossover Fund III, LP, a Delaware limited partnership (the “Fund”),*** and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Jefferies and the Fund and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2* of this Agreement, a “Holder” and collectively the “Holders”).

**RECITALS **

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**INDEMNITY AGREEMENT **

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

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**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of    , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, the representative of the underwriters of this offering (“Jefferies”), a Delaware LLC, (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 75,000 Shares (or 86,250 in the aggregate if the over-allotment option in connection with the Initial Public Offering is exercised in full) (the “Private Placement Shares”).

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THIS PROMISSORY NOTE (THIS “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 $300,000				Dated as of June 3, 2026

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***FORWARD PURCHASE AGREEMENT ***

This Forward Purchase Agreement (this “Agreement”) is entered into as of    , 2026, by and between TCGX Acquisition Corp., an exempted company under the laws of the Cayman Islands (the “Company”), and TCG Crossover Fund III, LP, a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class*** A Shares*”, and the Class A Shares sold in the IPO, the “Public Shares”) (or 8,625,000 Class A Shares if the underwriters’ over-allotment option (the “IPO Option”) is exercised in full) at a price of $10.00 per Public Share;

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**TCGX Acquisition Corp. **

245 Lytton Ave., Suite 350

Palo Alto, California 94301

June 3, 2026

**TCGX Sponsor, LLC **

245 Lytton Ave., Suite 350

Palo Alto, California 94301

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TCGX Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,156,250 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 281,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references t

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**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of    , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TCGX Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 425,000 Shares (or 436,250 in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Shares”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

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, 2026

TCGX Acquisition Corp.

245 Lytton Ave., Suite 350

Palo Alto, California 94301

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 between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies 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 8,625,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class********* A Ordinary Shares***”) (including up to 1,125,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p

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**FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [•]) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”) (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; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC as the underwriter (the “Underwriter”) named therein; and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [___], 2026, between Valion Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, 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 each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

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LOCK-UP AGREEMENT

[___], 2026

Dawson James Securities, Inc

2700 North Military Trail, Suite 100

Boca Raton, FL 33431

Re: Public Offering of Valion Bio, Inc.

Ladies and Gentlemen:

The undersigned, a holder of shares of common stock, par value $0.0001 per share (the “Shares”), or rights to acquire Shares, of Valion Bio, Inc., a Delaware corporation (the “Company”), understands that you are the placement agent (the “Placement Agent”) for the public offering (the “Public Offering”) of Shares, Common Warrants and Pre-Funded Warrants of the Company (the “Securities”) pursuant to a stock purchase agreement (the “Purchase Agreement”) and corresponding Registration Statement on Form S-1 (File No. 333-[___]) filed with U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Purchase Agreement.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR.

DEVELOPMENT AND SUPPLY AGREEMENT

THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is entered into on this 9th day of August, 2024 (the “Effective Date”), by and between NUVOX PHARMA, LLC, a limited liability company organized and existing under the laws of the State of Arizona and having a principal place of business at 1635 E. 18th Street, Tucson, Arizona 85719 (“NuvOx”), and FLUOROMED, L.P., a limited partnership organized and existing under the laws of the State of Texas and having a principal place of business at 2350 Double Creek Drive, Round Rock, Texas 78664 (“FluoroMed”).

RECITALS

WHEREAS, NuvOx is developing the oxygen carrying compound, n-perfluoropentane (hereinafter, the “Product”), as an oxygen therapeutic intended for the treatment of diseases in humans (the “Field”);

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