Browse EX-10 agreements

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 15, 2026, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined herein) or otherwise a party to the Loan Agreement from time to time, including Oxford in its capacity as a Lender, OXFORD FINANCE CREDIT FUND II LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 and OXFORD FINANCE CREDIT FUND III LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (each a “Lender” and collectively, the “Lenders”), and INHIBRX BIOSCIENCES, INC., a Delaware corporation with an office located at 11025 North Torrey Pines Road, Suite 140, La Jolla, CA 92037 (“Borrower”).

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2026, is made and entered into by and among Phalanx Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Phalanx Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. and Odeon Capital Group LLC (collectively, the “IPO Underwriters” and together with the Sponsor, the “Purchasers”) (the Sponsor and the IPO Underwriters together with 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

WHEREAS, the Company has 5,031,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 656,250 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2026, by and between Phalanx Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (individually as the “Subscriber” and collectively as the “Subscribers”).

WHEREAS, the Company desires to sell to the Subscribers on a private placement basis (the “Offering”) an aggregate of 2,400,000 warrants (including to the extent that the over-allotment option in connection with the Company’s initial public offering is exercised) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant

…

**Exhibit 10.8 **

** **

PHALANX ACQUISITION CORP I

VIG Tower – Penthouse

1225 Avenida Juan Ponce De Leon

San Juan, Puerto Rico 00907

August 28, 2025

Phalanx Acquisition Corp I

VIG Tower – Penthouse

1225 Avenida Juan Ponce De Leon

San Juan, Puerto Rico 00907

** **

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

…

** **

PHALANX ACQUISITION CORP I

VIG Tower – Penthouse

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:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Phalanx Acquisition Corp I (the “Company”) and Phalanx Sponsor Management I LLC (the “Services Provider”), the managing member of Phalanx Acquisition Sponsor I LLC (the “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 Global Market (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 t

…

** **

__________, 2026

	Re:	Forward Purchase Contract

Ladies and Gentlemen:

We are pleased to accept the offer Celeres PIPE Opportunities I LLC (the “Subscriber” or “you”) has made to purchase up to an aggregate of $25,000,000 of securities of Phalanx Acquisition Corp I, a Cayman Islands exempted company (the “Company”), in connection with the Company’s initial Business Combination (as defined below). The securities to be purchased pursuant hereto are hereinafter collectively referred to as the “Securities.” The Company and the Subscriber’s agreements regarding such Securities are set forth in this agreement (this “Agreement”) and are as follows:

…

[●], 2026

Phalanx Acquisition Corp I
VIG Tower – Penthouse

1225 Avenida Juan Ponce De Leon

San Juan, Puerto Rico 00907

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 among Phalanx Acquisition Corp I, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 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-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant

…

** **

**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between Phalanx Acquisition Corp I, 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-half 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;

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 3,750,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to pu

…

FORM OF INDEMNITY AGREEMENT

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

RECITALS

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;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

** **

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:

…

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.  

** **

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.

***

…