Browse EX-10 agreements

VOTING AND SUPPORT AGREEMENT

This **VOTING AND SUPPORT AGREEMENT **(this “Agreement”) is being executed and delivered as of September 2, 2026, by and among the Person named on the signature page hereto (the “Stockholder”), Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“SPAC”), and Plus Automation, Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, SPAC, the Company and the Stockholder are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).

R E C I T A L S

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Date:		August 27, 2026
To:		Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (“TVAIII”)
Address:		1012 Springfield Avenue, Mountainside, NJ 07092
From:		YA II PN, Ltd. (“Seller”)

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the “Issuer”, which after the date of the Domestication, shall be known as PlusAI Holdings, Inc., a Delaware corporation), Plus Automation, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”). The Subscription Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization, dated September 2, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Issuer, the Company and the other parties thereto. The transactions contemplated by the Merger Agreement are referred to in this Subscription Agreement as the “Transaction” and the purchase and sale of the Securities (as defined below) pursuant to this Subscription Agreement are referred to in this Subscription Agre

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SPONSOR SUPPORT AGREEMENT

September 2, 2026

Texas Ventures Acquisition III Corp
1012 Springfield Avenue
Mountainside, NJ 07092

and

Plus Automation, Inc.
3315 Scott Boulevard, Suite 300
Santa Clara, CA 95054

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Merger Agreement”) by and among Texas Ventures Acquisition III Corp, a Cayman Island exempted company limited by shares, with registration number 412436 (“Texas Ventures III”), TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Texas Ventures III (“Merger Sub I”), TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Texas Ventures III (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (“Plus.ai”). This sponsor support agreement (“Sponsor Agreement”) is being entered into a

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Exhibit 10.5

Annex H

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 Amended and Restated Agreement and Plan of Merger by and among Remix, Peregrine Merger Sub, Inc., Peregrine Merger Sub II, LLC and Passage, dated as of [•], 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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Exhibit 10.6

Annex F

FORM OF

CONTINGENT VALUE RIGHTS AGREEMENT

BETWEEN

PASSAGE BIO, INC.

and

[•], as Rights Agent

Dated as of [•]

F-1

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TABLE OF CONTENTS

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ARTICLE 1 DEFINITIONS									F-3

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Exhibit 10.1

Annex C

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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Exhibit 10.3

Annex E

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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Exhibit 10.4

Annex G

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

This Amended and Restated Subscription Agreement (this “Agreement”) is made and entered into as of September 2, 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 as of June 24, 2026 (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

Annex D

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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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

DRC MEDICINE INC.

Convertible Promissory Note

Original Principal Amount: $1,212,121

Execution Date: September 2, 2026

Issuance Date: The date of the closing of the Business Combination
Number: DRCM-1

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STANDBY EQUITY PURCHASE AGREEMENT

DRC Medicine Inc.

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 2, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), RIBBON ACQUISITION CORP., a Cayman Islands exempted company (“RIBB”), and DRC MEDICINE LTD., a Japanese corporation (the “Target”). The term “Company” refers to RIBB until the closing of the Business Combination (as defined in Annex I) and, following the closing of the Business Combination, to DRC Medicine Inc., a Delaware corporation (“PubCo”). In connection with the transactions contemplated by the Business Combination Agreement, (i) PubCo and the Target will engage in a share exchange pursuant to which the Target will become a wholly-owned subsidiary of PubCo (the “Share Exchange”); (ii) RIBB will de-register as a Cayman Islands exempted company and domesticate as a Delaware corporation (the “Domestication”); and (iii) at the closing of the Business Combinati

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