Browse EX-10 agreements

OBSIDIAN THERAPEUTICS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Obsidian Therapeutics, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Obsidian Therapeutics, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of Stock (as defined in Section 11). A number of shares of Stock equal to the lesser of (x) 1% of the number of fully diluted shares of the Company outstanding immediately following the Effective Time (as defined in the Merger Agreement (as defined in Section 11)) and (y) 545,856 shares (the “Initial Limit”) have been approved and reserved for this purpose plus, on January 1, 2027 and each January 1 thereafter through January 1, 2036, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1% of the number of Outstanding Shares on the immediately preceding December 31st, (ii) the Initial Limit (iii) such number of shares of Stock as determined by the Administrator.

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is made by and between Obsidian Therapeutics, Inc. (the “Company”) and [NAME] (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 14, 2026, by and among the Company, Galera Therapeutics, Inc., Gazelle Parent, Inc., Onyx MergerSub, Inc. and Gazelle Merger Subsidiary, Inc. (the “Effective Date”).

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

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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;

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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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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

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