REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2022 • TenX Keane Acquisition • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2022, is made and entered into by and among TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), 10 XYZ Holdings LP, a Delaware limited partnership company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor 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”).
6,000,000 Units TenX Keane Acquisition UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2022 • TenX Keane Acquisition • Blank checks • New York
The undersigned, TenX Keane Acquisition, a company incorporated as a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
TenX Keane Acquisition New York, New York 10110TenX Keane Acquisition • March 8th, 2022 • Blank checks • New York
Reference is made to the Securities Subscription Agreement dated as of March 24, 2021 (the “Subscription Agreement”) by and between TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”) and 10XYZ Holdings LP, a Delaware limited partnership, (the “Subscriber” or “you”, together with the Company, the “Parties”), in connection with a subscription for 1,437,500 Class B ordinary shares of the Company (the “Class B Founder Shares”), par value $0.0001 per share (the “Class B Shares”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 12th, 2022 • TenX Keane Acquisition • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2022 • TenX Keane Acquisition • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2022 by and between TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • October 19th, 2022 • TenX Keane Acquisition • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 13, 2022 between TenX Keane Acquisition, a Cayman Islands company with its principal executive offices at 420 Lexington Avenue, Suite 2446, New York, NY 10170 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 19th, 2022 • TenX Keane Acquisition • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this October 13, 2022, by and between TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), having its principal place of business at 420 Lexington Avenue, Suite 2446, New York, NY 10170 and 10XYZ Holdings LP, a Delaware limited partnership (the “Purchaser”).
TenX Keane Acquisition New York, NY 10170 Re: Initial Public Offering Gentlemen:Letter Agreement • October 19th, 2022 • TenX Keane Acquisition • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), and Maxim Group 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 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right. Each right (each, a “Right”) entitles the holder thereof to receive two-tenths (2/10) of one Ordinary share upon consummation of our initial business combination. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 an
FORM OF AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • October 24th, 2023 • TenX Keane Acquisition • Blank checks • Delaware
THIS AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this “Agreement”) is made as of [_____] [___], 2023, by and between Citius Oncology, Inc., a Delaware corporation (the “Company”), and Citius Pharmaceuticals, Inc, a Delaware corporation (“Citius”) (the Company and Citius may be referred to herein individually as a “Party” or collectively as the “Parties”).
TENX KEANE ACQUISITIONTenX Keane Acquisition • September 12th, 2022 • Blank checks • New York
This letter agreement by and between TenX Keane Acquisition (the “Company”) and 10XYZ Holdings LP (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 Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CITIUS PHARMACEUTICALS, INC., CITIUS ONCOLOGY, INC., TENX KEANE ACQUISITION and TENX MERGER SUB, INC. Dated as of October 23, 2023Agreement and Plan of Merger and Reorganization • October 24th, 2023 • TenX Keane Acquisition • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 23, 2023 (this “Agreement”), is entered into by and among Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), TenX Keane Acquisition, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Parent”), and TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
sponsor support AGREEMENTSponsor Support Agreement • October 24th, 2023 • TenX Keane Acquisition • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2023, by and among 10XYZ Holdings LP, a Delaware limited partnership (“Sponsor”), TenX Keane Acquisition, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”, and following the Closing, the “Surviving Corporation”). Sponsor, Parent, the Company and SpinCo are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2023 • TenX Keane Acquisition • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____ __], 2023, is made and entered into by and among (i) Citius Oncology, Inc., a Delaware corporation, formerly known as TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on the signature page hereto (collectively, the “Sponsor Equityholders”); and (iii) Citius Pharmaceuticals, Inc. (the “Legacy Citius Oncology Equityholder” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and individually, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ASSET PURCHASE AGREEMENT BY AND BETWEEN DR. REDDY’S LABORATORIES S.A., AS SELLER AND CITIUS PHARMACEUTICALS, INC., AS PURCHASER DATED AS OF September 1, 2021Asset Purchase Agreement • November 13th, 2023 • TenX Keane Acquisition • Blank checks • Delaware
This Asset Purchase Agreement (this “Agreement”) dated as of September 1, 2021 (the “Effective Date”) by and between Dr. Reddy’s Laboratories S.A., a company incorporated under the laws of Switzerland and having its principal place of business located at Elisabethenanlage 11, CH - 4051, Basel, Switzerland (the “Seller”) and Citius Pharmaceuticals, Inc., a Nevada corporation having its principal place of business located at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016 (the “Purchaser”). The Seller and the Purchaser may be collectively referred to herein as the “Parties” and each, individually, as a “Party”.
AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between EISAI CO., LTD. and DR. REDDY’S LABORATORIES S.A. Dated as of February 26, 2018Development and Commercialization Agreement • November 13th, 2023 • TenX Keane Acquisition • Blank checks • New York
This Amended and Restated License, Development and Commercialization Agreement (this “Agreement”) is made and entered into as of February 26, 2018 (the “Execution Date”) by and between Eisai Co., Ltd., a Japanese corporation (“Eisai”) and Dr. Reddy’s Laboratories S.A., a Swiss company (the “Licensee”). Each of Eisai and the Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO THE SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 3rd, 2024 • TenX Keane Acquisition • Pharmaceutical preparations
This Amendment (the “Amendment”), dated as of April 26, 2024, to the Sponsor Support Agreement, dated October 23, 2023 (the “Sponsor Support Agreement”), is entered into by and between 10XYZ Holdings LP, a Delaware limited partnership (“Sponsor”), TenX Keane Acquisition, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”) and Intelligent Investment I LLC (“3I”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined shall have the meaning set forth in the Sponsor Support Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTAgreement • November 13th, 2023 • TenX Keane Acquisition • Blank checks
This AMENDMENT NO. 2 TO AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is dated as of August 31, 2021 (the “Amendment Effective Date”), by and between Eisai Co., Ltd., a Japanese corporation (“Eisai”), and Dr. Reddy’s Laboratories S.A., a Swiss company (“Licensee”, and together with Eisai, collectively, the “Parties”, and individually, a “Party”).
AMENDMENT TO AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • November 13th, 2023 • TenX Keane Acquisition • Blank checks
This Amendment (the “Amendment”) is made as of August 9, 2018, by between Eisai Co., Ltd., a Japanese corporation (“Eisai”), and Dr. Reddy’s Laboratories S.A., a Swiss company (“Licensee”, and together with Eisai, the “Parties”, and each, a “Party”).
TENX KEANE ACQUISITION No. 99, Tiangu 7th Road Yanta District Xi’an City, Shanxi Province, China 71000TenX Keane Acquisition • August 20th, 2021 • Blank checks • New York
This letter agreement by and between TenX Kean Acquisition (the “Company”) and 10XYZ Holdings LP. (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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
CONTRIBUTION AGREEMENTContribution Agreement • May 3rd, 2024 • TenX Keane Acquisition • Pharmaceutical preparations
THIS CONTRIBUTION AGREEMENT (the “Agreement”), effective as of April 1, 2022 (the “Effective Date”), by and between Citius Pharmaceuticals, Inc. (“Contributor”), and Citius Acquisition Corp., a Delaware corporation (the “Corporation”).
