Browse EX-10 agreements

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PHALANX ACQUISITION CORP I

1225 Avenida Juan Ponce De Leon

San Juan, Puerto Rico 00907

[_], 2026

Phalanx Sponsor Management I LLC

VIG Tower – Penthouse

1225 Avenida Juan Ponce De Leon

San Juan, Puerto Rico 00907

Re: Advisory Services and Indemnification Agreement

Ladies and Gentlemen:

This advisory services and indemnification agreement (this “Agreement”) is being entered into by and among Phalanx Acquisition Corp I (the “Company”) and Phalanx Sponsor Management I LLC (the “Sponsor Affiliate”), dated as of the date hereof, to confirm our agreement that:

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THIS PROMISSORY NOTE (“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.  

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AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $500,000	Dated as of March 31, 2026 New York, New York

Preliminary Statement

This amended and restated promissory note (this “Note”) amends and restates the promissory of Maker to Payee (in each case, as defined below) dated December 31, 2025 (the “Original Note”) to increase the aggregate principal amount and extend the maturity date. The Original Note is hereby null and void.

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Certain information marked as [***] has been excluded from this exhibit because it is
both not material and is the type that the registrant treats as private or confidential.

EXCLUSIVE LICENSE AGREEMENT

This EXCLUSIVE LICENSE AGREEMENT becomes effective as of 21st day of December, 2021 (the “Effective Date”) by and between Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto-City, Nagano- Prefecture, Japan (“Kissei”) and Vogenx, Inc., a corporation duly organized and existing under the laws of North Carolina, and having its principal place of business at 3200 East Hwy 54, Suite 100, Research Triangle Park, NC 27709 United States (“Vogenx”). Each of Kissei and Vogenx is referred to herein as a “Party” and collectively, as the “Parties.”

WITNESSETH THAT:

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Vogenx, Inc. 2022 Equity Incentive Plan

1. Purpose; Eligibility.

1.1 General Purpose. The name of this plan is the Vogenx, Inc. 2022 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Vogenx, Inc., a Delaware corporation (the “Company”), to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates.

1.3 Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Stock and (d) Restricted Stock Units.

2. Definitions.

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between Churchill Capital Corp XIII, 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-_________) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-tenth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one 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;

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this July [      ], 2026, by and between Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”), having its principal place of business at 640 Fifth Avenue, 14th Floor, New York, NY 10019, and Churchill Sponsor XIII LLC (the “Purchaser”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 350,000 units (the “Units”) of the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (a “Class A Ordinary Share”) and one-tenth of one redeemable warrant (a “Warrant”) to purchase one Class A Ordinary Share (the “Warrant Shares”) to be governed by the Warrant Agreement (defined herein), for a purchase price of $3,500,000, or $10.00 per Unit.

WHEREAS, the Purchaser desires to purchase the Units on the terms and conditions set forth herein and the Company wishes to accept such subscription.

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CHURCHILL CAPITAL CORP XIII

640 Fifth Avenue, 14th Floor
New York, NY 10019

[_], 2026

M. Klein Associates, Inc.

640 Fifth Avenue, 12th Floor

New York, NY 10019

Re:	Administrative Support Agreement

Ladies and Gentlemen: 

This letter agreement by and between Churchill Capital Corp XIII (the “Company”) and M. Klein Associates, Inc., a New York corporation (the “Services Provider”), an affiliate of our sponsor, Churchill Sponsor XIII LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registrati

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July [    ], 2026

Churchill Capital Corp XIII

640 Fifth Avenue, 14th Floor

New York, NY 10019

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 Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-tenth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be s

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2026 is made and entered into by and among Churchill Acquisition Corp XIII, a Cayman Islands exempted company (the “Company”), Churchill Sponsor XIII LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).

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**RECITALS **

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WHEREAS, the Sponsor owns an aggregate of 11,500,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) up to 1,500,000 of which may be surrendered to the Company for no consideration depending on the extent to which the underwriter of the Company’s initial public offering exercises its over-allotment option;

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CHURCHILL CAPITAL CORP XIII

640 Fifth Ave., 14th Floor

New York, NY 10019

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January 13, 2026

Churchill Sponsor XIII LLC

640 Fifth Ave., 14th Floor

New York, NY 10019

RE: Securities Subscription Agreement

Ladies and Gentlemen:

Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Churchill Sponsor XIII LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 14,375,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,875,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “**Class A

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Exhibit 10.7

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**INDEMNIFICATION AGREEMENT **

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THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between CHURCHILL CAPITAL CORP XIII, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

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***RECITALS ***

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

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THIS PROMISSORY NOTE (“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

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Principal Amount: Up to $600,000	Dated as of January 13, 2026 New York, New York

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