Browse EX-10 agreements

**IMAGENEBIO, INC. **

**SEVERANCE AND CHANGE IN CONTROL PLAN **

**Section 1. INTRODUCTION. **

The ImageneBio, Inc. Severance and Change in Control Plan (the “Plan”) is hereby established by the Compensation Committee of the Board of Directors of ImageneBio, Inc.** **(the “Company”) effective as of April 27, 2026. The purpose of the Plan is to provide for the payment of severance and/or Change in Control (as defined below) benefits to eligible employees of the Company. This Plan document also is the Summary Plan Description for the Plan.

For purposes of the Plan, the following terms are defined as follows:

(a) “Affiliate” means, any corporation (other than the Company) in an “unbroken chain of corporations” beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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July 12, 2026

Yanina Grant

**Re: Offer of Employment **

Dear Yanina:

We are pleased to offer you at-will employment in the position of Chief Financial Officer of ImageneBio, Inc. (the “Company”) on the terms and conditions set forth in this letter agreement (the “Agreement”).

1. Employment by the Company. Your employment with the Company shall begin on July 20, 2026, or such other date as agreed to by you and the Company (such actual date your employment begins, the “Start Date”). This is an exempt position, and during your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies. You shall perform such duties as are required by the Company’s Chief Executive Officer (“CEO”), to whom you will report. You represent to the Company that you are not subject to or a party to any employment agreement, non-competition cove

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**APPENDIX A **

**PARTICIPATION AGREEMENT **

**Name: ____________________ **

**Section 1. ELIGIBILITY. **

You have been designated as eligible to participate in the ImageneBio, Inc. Severance and Change in Control Plan (the “Plan”), a copy of which is attached to this Participation Agreement (the “Participation Agreement”). Capitalized terms not explicitly defined in this Participation Agreement but defined in the Plan shall have the same definitions as in the Plan. You will receive the benefits set forth below if you meet all the eligibility requirements set forth in the Plan, including, without limitation, executing the required Release within the applicable time period set forth therein and allowing such Release to become effective in accordance with its terms. Notwithstanding the schedule for provision of benefits as set forth below, the schedule and timing of payment of any benefits under this Participant Agreement is subject to any delay in payment that may be required under Section 5 of the Plan.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 20, 2026, by and among Southern Cross Acquisition I Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of July 16, 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Siu Wai Lam, with an address at Unit 1426, Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of July 16, 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp. , a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyers ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyers wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

Southern Cross Acquisition I Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

July 20, 2026

Ladies and Gentlemen:

Southern Cross Acquisition I Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-296723) (“Registration Statement”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 20, 2026, by and between Southern Cross Acquisition I Corp., a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-296723) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an initial business combination (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 (capitalized term used herein and not otherw

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of July 16, 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Ally Tong Zhang, with an address at 14 Pitlochry Place, Highland Park, Auckland, New Zealand (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of July 20, 2026 (“Agreement”), by and between Southern Cross Acquisition I Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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July 20, 2026

Southern Cross Acquisition I Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

Re: Initial Public Offering

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition I Corp. , a Cayman Islands company (the “Company”), and D. Boral Capital LLC , as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

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AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

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THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of               , 2026, is made by and between Four Leaf Acquisition Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of March 16, 2023 (the “Trust Agreement”);

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WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and the public stockholders under the circumstances described therein;

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