Browse EX-10 agreements

Agreed Form

 

FORM OF REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·] 2026, among Remix Therapeutics, Inc., a Delaware corporation (“Remix”), Passage Bio, Inc., a Delaware corporation (“Passage”), and each of the several investors signatory hereto.

 

WHEREAS, Remix and Passage are party to that certain Agreement and Plan of Merger by and among Remix, Peregrine Merger Sub, Inc., and Passage, dated as of June 24, 2026 (the “Merger Agreement”), pursuant to which the Company will become a wholly-owned subsidiary of Passage (the “Merger”);

 

WHEREAS, following the Effective Time (as defined in the Merger Agreement), Passage will change its name to Remix Therapeutics, Inc. (“TopCo”);

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SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “Agreement”) is made and entered into as of June 24, 2026 (the “Effective Date”) by and among Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the Schedule of Purchasers attached hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.

 

RECITALS

 

WHEREAS, the Company is party to that certain Agreement and Plan of Merger by and among the Company, Peregrine Merger Sub, Inc. (“Merger Sub”), and Passage Bio, Inc. (“Passage”), dated on or about the date hereof (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Passage (the “Merger”);

…

Execution Version

$2,000,000,000

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

dated as of June 18, 2026

among

STANLEY BLACK & DECKER, INC.,

as Initial Borrower

and

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders

and

CITIBANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO SECURITIES, LLC,

as Lead Arrangers and Book Runners

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I

  

DEFINITIONS AND ACCOUNTING TERMS

  

SECTION 1.01

 

Certain Defined Terms

  

 

1

 

SECTION 1.02

 

Computation of Time Periods; Terms Generally

  

 

26

 

SECTION 1.03

 

Accounting Terms

  

 

26

 

SECTION 1.04

 

Divisions

  

 

26

 

SECTION 1.05

 

Rates

  

 

26

 

ARTICLE II

  

AMOUNTS AND TERMS OF THE ADVANCES

  

SECTION 2.01

 

The Commitment

  

 

27

 

SECTION 2.02

…

Execution Version

$1,000,000,000

364-DAY CREDIT AGREEMENT

dated as of June 18, 2026

among

STANLEY BLACK & DECKER, INC.,

as Initial Borrower

and

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders

and

CITIBANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO SECURITIES, LLC,

as Lead Arrangers and Book Runners

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents

 

Stanley Black & Decker

364-Day Credit Agreement (2026)

 

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I

  

DEFINITIONS AND ACCOUNTING TERMS

  

SECTION 1.01

 

Certain Defined Terms

  

 

1

 

SECTION 1.02

 

Computation of Time Periods; Terms Generally

  

 

22

 

SECTION 1.03

 

Accounting Terms

  

 

23

 

SECTION 1.04

 

Divisions

  

 

23

 

SECTION 1.05

 

Rates

  

 

23

 

ARTICLE II

  

AMOUNTS AND TERMS OF THE ADVANCES

  

SECTION 2.01

…

Document

AMENDMENT

TO THE

SERINA THERAPEUTICS, INC.

2024 EQUITY INCENTIVE PLAN

THIS AMENDMENT TO THE SERINA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN (this “Amendment”) is effective as of June 17, 2026. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.

RECITALS

WHEREAS, Serina Therapeutics, Inc. (the “Company”) currently awards long-term compensation to certain non‑employee directors, employees, and consultants under its 2024 Equity Incentive Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 4.1(b) of the Plan, the number of shares of Common Stock reserved for issuance under the Plan increased automatically on January 1, 2026, to 3,210,478 shares of Common Stock; and

…

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

SUI GROUP HOLDINGS LIMITED

 

Warrant Shares: 207,565.00

Issue Date: January 5, 2026

…

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

MILL CITY VENTURES III, LTD.

 

Warrant Shares: 207,565.00

Issue Date: July 31, 2025

…

Document

Exhibit 10.4

316290458v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of June 15, 2017 and originally effective as of July 3, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Matthew M. Speare (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Bank on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Document

Exhibit 10.3

316290459v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of June 19, 2017 and originally effective as of July 24, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Wendy S. Bell (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and Holding Company, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Employer on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Document

Exhibit 10.1

316290457v6

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of September 29, 2017 and originally effective as of October 1, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Litz Van Dyke (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and Holding Company, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Employer on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Document

Exhibit 10.2

316290455v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of May 31, 2017 and originally effective as of June 19, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Bradford N. Langs (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Bank on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Document

Exhibit 10.5

316290454v4

CHANGE OF CONTROL SEVERANCE AGREEMENT

(As Amended and Restated)

THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), originally dated and effective as of August 1, 2017, which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), by and between Carter Bankshares, Inc. (the “Holding Company”) and Carter Bank & Trust (the “Bank”) and Tony E. Kallsen (“Employee”).

WITNESSETH:

WHEREAS, Employee is a valuable employee of the Bank;

WHEREAS, the Bank wishes to encourage Employee to continue Employee’s career and services with the Bank and to remain with the Bank during any potential change of control of the Holding Company; and

WHEREAS, the Holding Company, the Bank and Employee have agreed to enter into this Agreement, as amended and restated, to set forth the terms on which Employee may be entitled to severance pay from the Bank following a Change of Control (as defined below).

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