Browse EX-10 agreements

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 10.37

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

MASTER SERVICES AGREEMENT

(Excluding Zydis® and Opti Technologies)

This Master Services Agreement (“Agreement”) is made as of June 4, 2026 (the “Effective Date”), by and between Remix Therapeutics, Inc., a Delaware corporation with a place of business at 100 Forge Road, Suite 400, Watertown, MA, 02472, U.S.A. (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 200 Crossing Boulevard, 7th Floor, Bridgewater, NJ 08807, U.S.A. (“Catalent”).

WHEREAS, Client develops, markets, and sells pharmaceutical products;

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Exhibit 10.36

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

Execution Version

Confidential

Research Collaboration and License Agreement

This Agreement is entered into with effect as of the Effective Date (as defined below)

by and between

F. Hoffmann-La Roche Ltd

with an office and place of business at [***] (“Roche Basel”)

and

Hoffmann-La Roche Inc.

with an office and place of business at [***] (“Roche US”; Roche Basel and Roche US together referred to as “Roche”) on the one hand

and

Remix Therapeutics, Inc.

with an office and place of business at [***] (“Remix”) on the other hand.

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Exhibit 10.38

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into on this the February 6, 2026 (“Effective Date”)

BY AND AMONG:

Remix Therapeutics, Inc., a company incorporated under the laws of the State of Delaware, U.S.A, having its registered office at100 Forges Rd, Suite 400, Watertown, Massachusetts, 02472, U.S.A.(hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, mean and include its successors-in-interest and permitted assigns);

AND

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Exhibit 10.39

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “MSA”) is effective as of August 4, 2023 (“Effective Date”) between Fisher Clinical Services Inc., part of Thermo Fisher Scientific with offices located at 7554 Schantz Road, Allentown, PA 18106, United States (“Patheon”) and Remix Therapeutics Inc., with offices located at 400 Technology Square, Cambridge, Massachusetts 02139, United States (“Client”).  Patheon and Client may be referred to in this MSA separately as a “Party” or together as the “Parties”.

Background

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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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