Browse EX-10 agreements

PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of    , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and TCGX Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 450,000 Shares (the “Private Placement Shares”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1.

Authorization, Purchase and Sale; Terms of the Private Placement Shares.

A.

…

, 2026

TCGX Acquisition Corp. II

245 Lytton Ave., Suite 350

Palo Alto, California 94301

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Guggenheim Securities, 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 up to 10,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordinary Shares listed on The Nasdaq Capital Market. Certain

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[•]) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”) (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC as the underwriter (the “Underwriter”) named therein; and

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT(this “Agreement”) is made as of [•], 2026, by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

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Exhibit 10.5

CITY THERAPEUTICS, INC.

FORM OF EMPLOYEE DIRECTOR / OFFICER

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of [●] by and between City Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [continue to] provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

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Exhibit 10.13

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) between City Therapeutics, Inc., a Delaware corporation (“Company”) and the counterparty identified in the signature block below (“Consultant”) is effective as of, and this document memorializes the agreement that the parties have had since, the first day of Consultant’s Services (defined below) to the Company (regardless of the execution date hereof). The parties agree as follows:

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Exhibit 10.4

CITY THERAPEUTICS, INC.

FORM OF NON-EMPLOYEE DIRECTOR

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of [●] by and between City Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [continue to] provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

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Exhibit 10.10

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS
BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL.

Research Collaboration and License Agreement

By And Between

Biogen MA Inc.

and

City Therapeutics, Inc.

Dated May 23, 2025

** **

TABLE OF CONTENTS

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** **

**Exhibit 10.14 **

** **

City Therapeutics, Inc.

November 10, 2023

John Maraganore

via email

Dear John,

The Board of Directors (the “Board”) of City Therapeutics, Inc. (the “Company”) is pleased to offer you a position as a member and the executive chair of the Board. This position will be effective, and contingent upon, (i) your execution of this letter, and (ii) the approval of the Board in due course. We appreciate your willingness to serve the Company in this position and we look forward to your valuable contributions to the Board and the Company. Capitalized terms used in this letter and not otherwise defined shall be as defined in Exhibit A.

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Exhibit 10.15

City Therapeutics, Inc.

November 9, 2024

Andrew Orth

Dear Andy:

City Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.             Position. Your title will be President and Chief Executive Officer, and you will report to the Company’s Board of Directors (the “Board”). This is a full-time position. While you serve as Chief Executive Officer, you will also serve on the Board. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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City Therapeutics, Inc.

March 21, 2025

Baisong Mei, MD, PhD

Dear Baisong:

City Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.         Position. Your initial title will be Chief Medical Officer, and you will initially report to Andrew Orth, the Company’s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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Exhibit 10.17

City Therapeutics, Inc.

May 8th , 2024

Tracy Zimmermann

Dear Tracy:

City Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.            Position. Your initial title will be Chief Scientific Officer, and you will initially report to the Company’s President and Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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