0001193125-26-137909 Sample Contracts
LOCK-UP AGREEMENTLock-Up Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Cyclerion Therapeutics, Inc., a Massachusetts corporation (including any successor thereto, “Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with CARIBOOS MERGER SUB CORP., a Delaware corporation and a wholly owned subsidiary of Parent, CARIBOOS MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Korsana Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2026, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and [__], a [__], as the “Rights Agent” (as defined herein), and [__], a [__], solely in its capacity as the initial representative, agent and attorney in fact of the Holders (the “Representative”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
The undersigned (the “Holder”) hereby requests that the federal securities law restrictive legend be removed from the book entries representing _________ of shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Korsana Biosciences, Inc. (the “Company”). In connection with the legend removal, Holder hereby represents to, and agrees with, you as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: KORSANA BIOSCIENCES, INC.; CARIBOOS MERGER SUB CORP.; CARIBOOS MERGER SUB II, LLC; and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2026Agreement and Plan of Merger and Reorganization • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 1, 2026, by and among CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Parent”), CARIBOOS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), CARIBOOS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and KORSANA BIOSCIENCES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
March 31, 2026 Regina Graul, Ph.D. c/o *** Re: Amended and Restated Offer Letter Dear Regina:Offer Letter • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This letter agreement (this “Agreement”) is made and entered into as of March 31, 2026 by and between you and Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and is effective as of the date it is signed by both parties (the “Effective Date”). You and the Company previously entered into that certain offer letter dated as of November 30, 2023, as amended by that certain Amendment to Original Offer Letter dated as of August 5, 2024 (collectively, the “Prior Agreement”), and you and the Company desire to amend and restate the Prior Agreement. This Agreement will supersede and replace the Prior Agreement as of the Effective Date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2026, is entered into by and among Korsana Biosciences, Inc., a Delaware corporation (the “Company”) and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the Investors party thereto, dated as of April 1, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PARENT SUPPORT AGREEMENTParent Support Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of April 1, 2026, by and among Korsana Biosciences, Inc., a Delaware corporation (the “Company”), Cyclerion Therapeutics, Inc., a Massachusetts corporation (“Parent”), and the undersigned shareholder of Parent (the “Shareholder” and each of the Shareholder, Company, and Parent a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of April 1, 2026, by and among Korsana Biosciences, Inc., a Delaware corporation (the “Company”), Cyclerion Therapeutics, Inc., a Massachusetts corporation (“Parent”), and the undersigned stockholder of the Company (the “Stockholder” and each of the Stockholder, Company, and Parent a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).