Browse EX-10 agreements

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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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.

…

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

…

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”);

…

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”);

…

Execution Version

$2,000,000,000

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

dated as of June 18, 2026

among

STANLEY BLACK & DECKER, INC.,

as Initial Borrower

and

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders

and

CITIBANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO SECURITIES, LLC,

as Lead Arrangers and Book Runners

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I

  

DEFINITIONS AND ACCOUNTING TERMS

  

SECTION 1.01

 

Certain Defined Terms

  

 

1

 

SECTION 1.02

 

Computation of Time Periods; Terms Generally

  

 

26

 

SECTION 1.03

 

Accounting Terms

  

 

26

 

SECTION 1.04

 

Divisions

  

 

26

 

SECTION 1.05

 

Rates

  

 

26

 

ARTICLE II

  

AMOUNTS AND TERMS OF THE ADVANCES

  

SECTION 2.01

 

The Commitment

  

 

27

 

SECTION 2.02

…

Execution Version

$1,000,000,000

364-DAY CREDIT AGREEMENT

dated as of June 18, 2026

among

STANLEY BLACK & DECKER, INC.,

as Initial Borrower

and

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders

and

CITIBANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO SECURITIES, LLC,

as Lead Arrangers and Book Runners

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents

 

Stanley Black & Decker

364-Day Credit Agreement (2026)

 

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I

  

DEFINITIONS AND ACCOUNTING TERMS

  

SECTION 1.01

 

Certain Defined Terms

  

 

1

 

SECTION 1.02

 

Computation of Time Periods; Terms Generally

  

 

22

 

SECTION 1.03

 

Accounting Terms

  

 

23

 

SECTION 1.04

 

Divisions

  

 

23

 

SECTION 1.05

 

Rates

  

 

23

 

ARTICLE II

  

AMOUNTS AND TERMS OF THE ADVANCES

  

SECTION 2.01

…

Document

AMENDMENT

TO THE

SERINA THERAPEUTICS, INC.

2024 EQUITY INCENTIVE PLAN

THIS AMENDMENT TO THE SERINA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN (this “Amendment”) is effective as of June 17, 2026. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.

RECITALS

WHEREAS, Serina Therapeutics, Inc. (the “Company”) currently awards long-term compensation to certain non‑employee directors, employees, and consultants under its 2024 Equity Incentive Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 4.1(b) of the Plan, the number of shares of Common Stock reserved for issuance under the Plan increased automatically on January 1, 2026, to 3,210,478 shares of Common Stock; and

…

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

SUI GROUP HOLDINGS LIMITED

 

Warrant Shares: 207,565.00

Issue Date: January 5, 2026

…