Browse EX-10 agreements

WILCO 63 CORPORATION

P.O. Box 10008, Pavillion East, Cricket Square

Grand Cayman, Cayman Islands,

KY1-1001

 

June 17, 2026

 

HandsOn Global Management LLC

8550 W Desert Inn Road, 102-452

Las Vegas, Nevada, 89117

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Wilco 63 Corporation (the “Company”) and HandsOn Global Management LLC (the “Services Provider”), an affiliate of our sponsor, Wilco 63 Holding LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “*

…

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2026, is made and entered into by and among Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), Wilco 63 Holding LLC, a Nevada limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

 

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

…

June 17, 2026

 

Wilco 63 Corporation Pavillion East, Cricket Square Grand Cayman, Cayman Islands, KY1-1001

 

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 among Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject

…

ADVISOR AGREEMENT

This Advisor Agreement (this “Agreement”) is entered into as of June 17, 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and HandsOn Global Management LLC, a Nevada limited liability company (the “Advisor”) (each, a “Party” and together, the “Parties”).

 

The Parties hereto agree to the following:

 

1. Services. Advisor agrees to provide the services set forth below to the Company (collectively, the “Services”):

 

●

Advise the Company on post initial public offering matters and strategic, financial and structuring matters related to the Company’s initial business combination (the “Transaction”), including the evaluation of potential targets and related due diligence support;

 

 

 

●

Review investor and marketing materials and provide consultations on investor relations activities;

 

 

 

●

Report to and support the Principal Executive Officer and other members of Company’s management regarding the Transaction;

 

 

 

●

…

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 24, 2026

among

MERCURY GENERAL CORPORATION,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer

and

the other Lenders party hereto

BofA SECURITIES, INC.,

as Joint Lead Arranger and Sole Bookrunner

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arranger

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

  

 

1

 

1.01

 

Defined Terms

  

 

1

 

1.02

 

Other Interpretive Provisions

  

 

25

 

1.03

 

Accounting Terms

  

 

26

 

1.04

 

Rounding

  

 

26

 

1.05

 

Times of Day

  

 

26

 

1.06

 

Letter of Credit Amounts

  

 

26

 

1.07

 

Interest Rates

  

 

27

 

ARTICLE II THE COMMITMENTS AND LOANS

  

 

27

 

2.01

 

Loans

  

 

27

 

2.02

 

Borrowings, Conversions and Continuations of Loans

  

 

27

 

2.03

 

Letters of Credit

  

 

30

 

2.04

 

Prepayments

  

 

38

 

2.05

…

c4t-amendment2to2020stoc

Amendment No. 2 to the 2020 Stock Option and Incentive Plan In accordance with Section 16 of C4 Therapeutics, Inc. (the “Company”) 2020 Stock Option and Incentive Plan (the “Plan”), the Plan is hereby amended as follows, subject to approval of the Company’s stockholders: 1. Section 1 of the Plan is hereby amended to include the following as a new definition: “Outstanding Shares” means, as of a specified date, the sum of (a) number of shares of Stock issued and outstanding and (b) the number of Shares issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire Shares for a nominal exercise price. 2. The first sentence of Section 3(a) of the Plan is hereby deleted and replaced as follows: (a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 6,567,144 shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c), plus on January 1, 2021 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be

…

FIRST AMENDMENT TO DELAYED DRAW TERM LOAN CREDIT AGREEMENT

FIRST AMENDMENT TO DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Agreement”), dated as of June 17, 2026 (the “First Amendment Effective Date”), is entered into among THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), the Banks party hereto and BANK OF AMERICA, N.A., as the Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Company, the Banks from time to time party thereto, and the Administrative Agent have entered into that certain Delayed Draw Term Loan Credit Agreement, dated as of January 9, 2026 (the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Agreement, the “Amended Credit Agreement”); and

WHEREAS, the Company has requested that the Banks amend the Existing Credit Agreement as set forth below, subject to the terms and conditions specified in this Agreement.

…

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;

…

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.

…

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;

…

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”);

…

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

…