Browse EX-10 agreements

PASSAGE BIO, INC.

 

SUPPORT AGREEMENT

 

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June 24, 2026, is made by and among Passage Bio, Inc., a Delaware corporation (“Passage”), Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of common stock (the “Shares”) of Passage.

 

WHEREAS, Passage, Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Passage (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”);

 

WHEREAS, each Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds Passage Options to acquire the number of Shares, indicated opposite such Stockholder’s name on Schedule 1 attached hereto;

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LOCK-UP AGREEMENT

 

June 24, 2026

 

Passage Bio, Inc.

P.O. Box 7

Hopewell, NJ 08525

Remix Therapeutics, Inc.

100 Forge Road, Suite 400

Watertown, MA 02472

 

Ladies and Gentlemen:

 

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Passage Bio, Inc., a Delaware corporation (including any successor thereto, “Passage”), has entered into an Agreement and Plan of Merger, dated as of June 24, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Peregrine Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Passage, and Remix Therapeutics, Inc., a Delaware corporation (including any successor thereto, “Remix”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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REMIX THERAPEUTICS, INC.

 

SUPPORT AGREEMENT

 

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of [●], is made by and among Passage Bio, Inc., a Delaware corporation (“Passage”), Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.

 

WHEREAS, Passage, Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Passage (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”);

 

WHEREAS, each Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds Remix Options and Remix Warrants to acquire the number of Shares, indicated opposite such Stockholder’s name on Schedule 1 attached hereto;

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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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Agreed Form

 

FORM OF

 

CONTINGENT VALUE RIGHTS AGREEMENT

 

BETWEEN

 

PASSAGE BIO, INC.

 

and

 

[ l ], as Rights Agent

 

Dated as of [ l ]

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1 Definitions

1

 

 

Section 1.1

Definitions

1

 

 

 

Article 2 Contingent Value Rights

5

 

 

Section 2.1

Holders of CVRs; Appointment of Rights Agent

5

Section 2.2

Non-transferable

5

Section 2.3

No Certificate; Registration; Registration of Transfer; Change of Address

6

Section 2.4

Payment Procedures

7

Section 2.5

No Voting, Dividends or Interest; No Equity or Ownership Interest

8

Section 2.6

Ability to Abandon CVR

9

 

 

 

Article 3 The Rights Agent

9

 

 

Section 3.1

Certain Duties and Responsibilities

9

Section 3.2

Certain Rights of Rights Agent

10

Section 3.3

Resignation and Removal; Appointment of Successor

13

Section 3.4

Acceptance of Appointment by Successor

14

 

 

 

Article 4 Covenants

14

 

 

Section 4.1

List of Holders

14

Section 4.2

Efforts

14

Section 4.3

Prohibited Actions

15

Section 4.4

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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”);

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Exhibit 10.2 

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

 

This Stockholder Voting and Support Agreement (this “Agreement”) is dated as of June 24, 2026, by and among Churchill Capital Corp XI, a Cayman Islands exempted company limited by shares (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“Acquiror”), the Person set forth on the signature page hereto (the “Company Stockholder”), and Agility Robotics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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SUBSCRIPTION AGREEMENT

 

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of June, 2026, by and between Churchill Capital Corp XI, a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber” and, together with Issuer, the “Parties” and each, a “Party”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

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M. Klein & Company 640 Fifth Avenue New York, NY 10019

CONFIDENTIAL

 

June 24, 2026

 

Agility Robotics, Inc.

4698 Truax Drive SE

Salem, OR 97317

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”), which shall become effective upon the Closing (as such term is defined in the Merger Agreement) (the “Effective Date”), confirms certain arrangements between Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Client”), to be renamed Agility Robotics, Inc. upon the Effective Date, and M. Klein & Company, through its affiliate, The Klein Group, LLC (“Advisor”), with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with capital markets, business development, investor relations and other strategic matters (the “Services”). Simultaneously with the execution and delivery of this Agreement, Client has entered into that certain Agreement and Plan

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June 24, 2026

 

Churchill Capital Corp XI 640 Fifth Avenue, 14th Floor New York, NY 10019  

Re:

Sponsor Agreement

 

Ladies and Gentlemen:

 

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”) and Agility Robotics, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated December 16, 2025, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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EXECUTION VERSION

 

STOCKHOLDER SUPPORT AGREEMENT

This STOCKHOLDER SUPPORT AGREEMENT is made and entered into as of June 17, 2026 (this “Agreement”), by and among Silicon Valley Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SVAQ”), EigenQ Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company, whose names appear on the signature pages of this Agreement (each a “Stockholder” and, collectively, the “Stockholders”).

 

WHEREAS, SVAQ, the Company and SVAQ Merger Sub Inc., a Delaware corporation (“Merger Sub”), propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

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EXECUTION VERSION

 

SPONSOR SUPPORT AGREEMENT

 

This SPONSOR SUPPORT AGREEMENT is made and entered into as of June 17, 2026 (this “Agreement”), by and between Silicon Valley Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SVAQ”), Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) and EigenQ Inc., a Delaware corporation (the “Company”).

 

WHEREAS, SVAQ, the Company and SVAQ Merger Sub Inc., a Delaware corporation (“Merger Sub”), propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA);

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