AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ( Agreement ) is made between Adagio Therapeutics, Inc., a Delaware corporation (the Company ), and Jane Henderson (the Executive )

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

Amended and Restated Employment Agreement ( Agreement ) is made between Adagio Therapeutics, Inc., a Delaware corporation (the Company ), and Jane Henderson (the

Executive ), this 5th day of August 2021. This Agreement amends, restates, and supersedes in its entirety that certain Employment Agreement, dated December 22, 2020 (the Prior

Agreement ), between the Executive and the Company.

WHEREAS, the Company is planning an initial public offering (the

Offering ) of its shares of common stock;

WHEREAS, the Company and the Executive desire to amend and

restate the Prior Agreement in the manner set forth herein, effective as of the date on which the registration statement relating to the Offering is effective (the Effective Date ).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

(a) Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement

commencing as of the Effective Date and continuing until such employment is terminated in accordance with the provisions hereof (the Term ). The Executive s employment with the Company shall continue to be

at will, meaning that the Executive s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement.

(b) Position and Duties.

shall serve as the Chief Financial Officer of the Company and shall have such powers and duties as customarily associated with the office of Chief Financial Officer, and as may from time to time be prescribed by the Chief Executive Officer of the

Company (the CEO ), subject to the direction and control of the CEO. The Executive shall report to the CEO.

this Agreement shall prohibit the Executive from reasonably delegating parts of the responsibilities set forth in or contemplated by this Section 1(b) to other employees of the Company or its subsidiaries. Upon the termination of

Executive s service for any reason, unless otherwise determined by the Board, Executive will be deemed to have resigned from any other positions held at the Company or any of its subsidiaries or affiliates voluntarily, without any further

required action by Executive, as of the cessation of Executive s services, and Executive, at the Board s request, will execute any documents deemed in the discretion of the Company to be reasonably necessary to reflect Executive s

(c) Outside Activities. Executive will use good faith efforts to discharge

Executive s obligations under this Agreement to the best of Executive s ability. Executive will devote substantially all of Executive s business efforts and time to the Company.

The Executive agrees not to engage actively in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the

prior approval of the CEO; provided, however, that Executive may, without such approval, serve in any capacity with any civic, educational, or charitable organization, participate in industry affairs and manage Executive s family s

personal passive investments, and engage in the activities set forth in Appendix A to this Agreement, provided that in each case such services do not materially interfere with Executive s obligations to the Company, create a conflict of

interest, violate any of the Executive s Continuing Obligations (as defined in Section 9 below) or cause any reputational damage to the Company as reasonably determined by the Board.

The Executive may retain any compensation or benefits received as a result of consented to service as a director without any offset in respect of any

compensation or benefits to be provided hereunder.

2. Compensation and Related Matters. This Section 2 sets forth the

compensation and benefits to be provided to the Executive during the Term.

(a) Base Salary. The Executive will continue to pay

Executive, as compensation for the performance of the Executive s duties and obligations hereunder, salary at the rate of $457,000 per year. The Executive s salary shall be subject to annual review not later than March 31st of each year for possible increase by the Board or the Compensation Committee of the Board (the Compensation Committee ), which may be adjusted from time to time. The

base salary in effect at any given time is referred to herein as Base Salary. The Base Salary shall be payable in a manner that is consistent with the Company s usual payroll practices for its executive officers

(b) Incentive Compensation. The Executive shall participate in an annual cash incentive compensation plan (the

Annual Bonus Plan ). The Executive will be eligible to earn an annual bonus for each full calendar year completed (the Annual Bonus ). The Executive s target Annual Bonus will be

forty percent (40%) of Executive s Base Salary (the Target Bonus ) based on Base Salary in effect on January 1st of the applicable performance period. The actual Annual Bonus payable to the Executive with respect

to a performance period will be determined by the Compensation Committee based on achieving performance goals and objectives for such calendar year as reasonably determined by the Compensation Committee. The Executive s Annual Bonus shall be

paid as soon as administratively practicable after the end of the performance period, but in no event later than the March 15th immediately following such period; provided, that the Executive must

remain continuously employed by the Company through the date on which the Board approves the actual Annual Bonus amount payable to the Executive to be eligible to receive bonus (except as otherwise provided in Section 4(c) or 5(a)).

(c) Expenses. The Company shall promptly pay or reimburse the Executive for all reasonable expenses incurred by the Executive while

performing services hereunder, including but not limited to travel expenses and attendance at industry events, in accordance with

the policies and procedures then in effect and established by the Company for its executive officers, but in no event later than thirty (30) days submission of a reimbursement request in

accordance with such policies or procedures.

(d) Other Benefits. The Executive shall be eligible to participate in or receive

benefits under the Company s employee benefit plans in effect from time to time, subject to the terms of such plans.

Time Off. The Executive shall be entitled to take paid time off in accordance with the Company s applicable paid time off policy for executives, as may be in effect from time to time.

(f) Stock Ownership Guidelines. The Executive shall be subject to the Company s Executive Stock Ownership Guidelines while

providing services under this Agreement.

(g) Treatment of Equity Awards upon a Change in Control. The following provisions shall

apply to any award granted under the Adagio Therapeutics, Inc. 2021 Equity Incentive Plan (the Plan ) or any other plan, agreement or arrangement based on the value of a share of the Company s common stock on or

after the Effective Date (collectively, the Equity Awards ) to the extent the Equity Awards are assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with a Change in

Control (as defined in the Plan) and the Executive continues to provide services to the Company or its successor following such Change in Control:

(i) Except as otherwise provided in the Change in Control transaction s definitive agreement, the Plan or the applicable

award agreement, or as set forth in Section 6 below, Equity Awards subject to vesting solely on account of completing periods of covered employment or service (collectively, the Time-Based Equity Awards ) shall

not immediately accelerate and become fully vested and exercisable or non-forfeitable on such a Change in Control, and

(ii) all other Equity Awards, including but not limited to performance stock units vesting based on achieving pre-established performance goals (collectively, the Performance-Based Equity Awards ) shall be governed by the terms of the Plan and the applicable award agreement.

3. Termination. The Executive s employment hereunder may be terminated without any breach of this Agreement under the following

(a) Death. The Executive s employment hereunder shall terminate upon death.

(b) Disability. The Company may terminate the Executive s employment if the Executive is disabled and unable to perform or

expected to be unable to perform the essential functions of the Executive s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is

disabled so as to be unable to perform the essential functions of the Executive s then existing position or positions with or without reasonable accommodation, the Executive may, and at the

request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive s guardian has no reasonable objection as to whether the Executive is so

disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with

such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to

waive the Executive s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. 2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.

(c) Termination by the Company for Cause. The Company may terminate the Executive s employment hereunder for Cause. For

purposes of this Agreement, Cause shall mean any of the following:

Executive s unauthorized use or disclosure of confidential information or trade secrets of the Company for Executive s benefit or any material breach of a written agreement between the Executive and the Company, including without

limitation a material breach of this Agreement or the Restrictive Covenants Agreement;

(ii) the Executive s

conviction of, or pleading no contest to, a felony under the laws of the United States or any state thereof (other than in connection with a traffic violation that does not result in imprisonment) or any crime that results in the Executive s

incarceration in a federal, state, or local jail or prison;

(iii) the Executive s material and willful misconduct in

the performance of the Executive s duties or the Executive s willful or repeated failure or refusal to substantially perform assigned duties (other than any such failure of refusal resulting from the Executive s incapacity due to

physical or mental illness or any such actual or anticipated failure after the issuance of a notice of Good Reason by the Executive pursuant to Section 3(e) hereof), in any case, which willful misconduct, failure or refusal has continued for

more than thirty (30) days following written notice from the CEO of such willful misconduct, failure or refusal;

(iv) any act of fraud, embezzlement or material misappropriation committed by the Executive against the Company (other than

good faith expense account disputes);

(v) willful engaging by the Executive in any act that brings the Company into

public disrepute or disgrace or causes material harm to the customer relations, operations or business prospects of the Company; or

(vi) the Executive s failure to cooperate with a bona fide internal

investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such

investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

purposes of this Section 3(c), no act, or failure to act, on the Executive s part shall be deemed willful if done, or omitted to be done, by the Executive in good faith and with reasonable belief that the Executive s act,

or failure to act, was in the best interest of the Company.

In the case of any termination for Cause, the Company shall provide written notice to the

Executive setting forth to a reasonable extent at least the principal acts or omissions of the Executive giving rise to Cause for termination. It is agreed to by the parties that the below par or below average financial performance of the Company

and/or its subsidiaries, in and of itself shall not constitute Cause for employment termination under this Agreement.

A termination for Cause under this

Section 3(c) (other than with respect to Section 3(c)(ii) shall in no event become effective under the Agreement unless the provisions of this paragraph are complied with. The Executive must be given written notice by the Board of the

intention to terminate Executive s employment for Cause, such notice (A) to state in detail the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be

given within three (3) months of the Board learning of such act or acts or failure or failures to act. The Executive shall have ten (10) days after the date that such written notice has been given to the Executive in which to cure such

conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall thereupon be terminated for Cause.

(d) Termination by the Company without Cause. The Company may terminate the Executive s employment hereunder at any time without

Cause. Any termination by the Company of the Executive s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under

Section 3(a) or 3(b) shall be deemed a termination without Cause.

(e) Termination by the Executive. The Executive may

terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, Good Reason shall mean that the Executive has completed all steps of the Good

Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive s consent (each, a Good Reason Condition ):

(i) a material diminution in the Executive s title, responsibilities, authority or duties; or a material reduction in the