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MASTER SURFACE USE AGREEMENT

** **

This Amended and Restated Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of January 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

WHEREAS, reference is hereby made to the following described lands (the “Lands):

See Exhibit “A”

WHEREAS, Surface Owner is the owner of the surface estate in and to the Lands; and,

WHEREAS, Operator is the owner and holder of certain oil and gas leases and/or may become the owner of oil and gas leases and/or other mineral interests within the Lands;

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EX-10.8·S-4/A·CIK 2142855·ACC 0001213900-26-096903·Filed Sep 03, 2026, 06:17 ET

PAID UP OIL AND GAS LEASE - WELLBORE ONLY

THIS PAID UP OIL AND GAS LEASE - WELLBORE ONLY is made as of the 30th day of May, 2025 between US Land Guild, LLC whose address is 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessor, and BLACKBEARD OPERATING, LLC, 200 N. Loraine, Suite 300, Midland, Texas, 79701, as Lessee. All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.

1. In consideration of a cash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following, hereinafter called leased premises or referred to as the “Wells”:

** **

Those certain wellbores of the oil and gas wells described in Exhibit A attached hereto and made a part hereof;

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EX-10.10·S-4/A·CIK 2142855·ACC 0001213900-26-096903·Filed Sep 03, 2026, 06:17 ET

Execution Version


** **

Credit Agreement

dated as of June 1, 2026

among

US Land Guild, LLC,
as Borrower,

JPMorgan Chase Bank, N.A.,
as Administrative Agent and Issuing Bank,

and

The Lenders Party Hereto

JPMorgan Chase Bank, N.A.,

BOKF, NA (dba Bank of Texas), Capital One, National Association,

Citigroup Global Markets Inc., Fifth Third Bank, National Association,

Regions Bank, Royal Bank of Canada, U.S. Bank National Association

and

Wells Fargo Securities, LLC,
as Joint Lead Arrangers and Joint Bookrunners,

and

Fifth Third Bank, National Association,

as Syndication Agent

TABLE OF CONTENTS

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EX-10.6·S-4/A·CIK 2142855·ACC 0001213900-26-096903·Filed Sep 03, 2026, 06:17 ET

PAID UP OIL AND GAS LEASE

THIS PAID UP OIL AND GAS LEASE is made as of the 30th day of May, 2025 between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessor, and BLACKBEARD OPERATING, LLC, 200 N. Loraine Street, Suite 300, Midland, Texas, 79701, as Lessee. All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.

1. In consideration of a cash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following described land, subject to the reservation in Paragraph 17, hereinafter called leased premises:

** **

Sections 1, 2, 3, 4, 5, 6, 6, 8, 9, 10, 11, 13, 15, 16, 17, & 18, Block 3, II&TC Ry Co. Survey, Crane County, TX;

** **

Sections 1, 3, 4, 5, 6, 7, 8, 9, 12, 14, 15 & 16, Block 4, H&TC Ry Co. Survey, Crane County, TX

** **

Sections 69 & 72, Block X, CCSD&RGNG R.R. Co. Survey, Crane County, TX

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EX-10.9·S-4/A·CIK 2142855·ACC 0001213900-26-096903·Filed Sep 03, 2026, 06:17 ET

BUSINESS – SURFACE LEASE AND
SALT WATER DISPOSAL LEASE

STATE OF TEXAS §
COUNTY OF [______] § KNOW ALL MEN BY THESE PRESENTS:

This lease made, entered into and effective the [____] day of [_______], 20[__], by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, as Lessors, and Nile Midstream, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107 as Lessee.

W I T N E S S E T H:

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EX-10.7·S-4/A·CIK 2142855·ACC 0001213900-26-096903·Filed Sep 03, 2026, 06:17 ET

PAID UP OIL AND GAS LEASE

THIS PAID UP OIL AND GAS LEASE is made as of the 1st day of June, 2026 between US Land Guild, LLC whose address is 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessor, and BLACKBEARD OPERATING, LLC, 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessee. All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.

1. In consideration of a cash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following described land, subject to the reservation in Paragraph 17, hereinafter called leased premises:

See Attached Exhibit A

It is the intent of Lessor herein to Lease all of that certain interest conveyed to Lessor in that Certain Conveyance and Deed, dated Effective June 1, 2026 and filed at Volume 717, Page 789, of the Official Public Records of Crane County, Texas.

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EX-10.11·S-4/A·CIK 2142855·ACC 0001213900-26-096903·Filed Sep 03, 2026, 06:17 ET

EXHIBIT 10.37

Passage BIO, Inc.


Exhibit 10.37

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

MASTER SERVICES AGREEMENT

(Excluding Zydis® and Opti Technologies)

This Master Services Agreement (“Agreement”) is made as of June 4, 2026 (the “Effective Date”), by and between Remix Therapeutics, Inc., a Delaware corporation with a place of business at 100 Forge Road, Suite 400, Watertown, MA, 02472, U.S.A. (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 200 Crossing Boulevard, 7th Floor, Bridgewater, NJ 08807, U.S.A. (“Catalent”).

WHEREAS, Client develops, markets, and sells pharmaceutical products;

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EX-10.37·S-4/A·CIK 1787297·ACC 0001140361-26-035517·Filed Sep 02, 2026, 21:44 ET

EXHIBIT 10.36

Passage BIO, Inc.


Exhibit 10.36

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

Execution Version

Confidential

Research Collaboration and License Agreement

This Agreement is entered into with effect as of the Effective Date (as defined below)

by and between

F. Hoffmann-La Roche Ltd

with an office and place of business at [***] (“Roche Basel”)

and

Hoffmann-La Roche Inc.

with an office and place of business at [***] (“Roche US”; Roche Basel and Roche US together referred to as “Roche”) on the one hand

and

Remix Therapeutics, Inc.

with an office and place of business at [***] (“Remix”) on the other hand.


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EX-10.36·S-4/A·CIK 1787297·ACC 0001140361-26-035517·Filed Sep 02, 2026, 21:44 ET

EXHIBIT 10.38

Passage BIO, Inc.


Exhibit 10.38

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into on this the February 6, 2026 (“Effective Date”)

BY AND AMONG:

Remix Therapeutics, Inc., a company incorporated under the laws of the State of Delaware, U.S.A, having its registered office at100 Forges Rd, Suite 400, Watertown, Massachusetts, 02472, U.S.A.(hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, mean and include its successors-in-interest and permitted assigns);

AND

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EX-10.38·S-4/A·CIK 1787297·ACC 0001140361-26-035517·Filed Sep 02, 2026, 21:44 ET

EXHIBIT 10.39

Passage BIO, Inc.


Exhibit 10.39

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “MSA”) is effective as of August 4, 2023 (“Effective Date”) between Fisher Clinical Services Inc., part of Thermo Fisher Scientific with offices located at 7554 Schantz Road, Allentown, PA 18106, United States (“Patheon”) and Remix Therapeutics Inc., with offices located at 400 Technology Square, Cambridge, Massachusetts 02139, United States (“Client”).  Patheon and Client may be referred to in this MSA separately as a “Party” or together as the “Parties”.

Background

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EX-10.39·S-4/A·CIK 1787297·ACC 0001140361-26-035517·Filed Sep 02, 2026, 21:44 ET

EX-10.42

Rallybio Corp

***SECOND AMENDMENT TO OFFICE LEASE ***

This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of August 5, 2026 (“Effective Date”), by and between KR JUNCTION, LLC, a Delaware limited liability company (“Landlord”), and AVENZO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S :

A. Landlord (as successor-in-interest to BRE CA OFFICE OWNER LLC, a Delaware limited liability company) and Tenant entered into that certain Office Lease dated 11/7/2022 (the “Original Lease”), as amended by that certain First Amendment to Office Lease dated December 6, 2024 (the “First Amendment”, and together with the Original Lease, the “Lease”), whereby Landlord leases to Tenant and Tenant leases from Landlord those certain premises consisting of 23,461 rentable square feet (collectively, the “Existing Premises”) comprised of: (i) that certain space consisting of 3,836 rentable square feet of space commonly known as Suite 100 (“Suite 100”) and located on the first (1st) floor of that ce

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EX-10.42·S-4/A·CIK 1739410·ACC 0001193125-26-368568·Filed Aug 26, 2026, 16:20 ET

EX-10.27

Calisa Acquisition Corp

** **

Exhibit 10.27

** **

CONVERSION & MUTUAL RELEASE AGREEMENT

This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of July 30, 2026 (the “Effective Date”), is entered into by and among GV Assets Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“GV Assets”), Goodvision Inc., a California corporation (“Goodvision CA”), Goodvision AI Inc., an exempted company incorporated under the laws of the Cayman Islands (“Goodvision AI”), and Calisa Acquisition Corp., a Cayman Islands exempted company (“Calisa”). Upon the consummation of the Business Combination (as defined below), Calisa will continue as the publicly traded parent company and public reporting company and will be renamed Goodvision AI Holding Limited (“Surviving PubCo”). GV Assets, Goodvision CA, Goodvision AI and Calisa are collectively referred to herein as the “Parties.”

WHEREAS, GV Assets made the following loans pursuant to separate loan agreements:

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EX-10.27·S-4/A·CIK 2129752·ACC 0001493152-26-038568·Filed Aug 14, 2026, 21:47 ET