Browse EX-10 agreements

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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) MARCH 16, 2026, AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

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WARRANTS CERTIFICATE

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WARRANTS TO PURCHASE COMMON SHARES

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IN THE CAPITAL OF

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GNQ INSILICO INC.

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CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

GENERAL SECURITY AGREEMENT

This GENERAL SECURITY AGREEMENT, dated as of March 16, 2026 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by GNQ INSILICO INC., a corporation incorporated under the laws of Canada (the “Debtor”), in favour of ISLAND CAPITAL LLC, (the “Secured Party”).

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GNQ INSILICO INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SPECIAL VOTING PREFERRED STOCK

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of GNQ Insilico Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), at a meeting duly called and held on [ ], 2026, which resolution provides for the creation of a series of the Corporation’s Preferred Stock, par value $0.0001 per share, which is designated as “Special Voting Preferred Stock,” with the preferences, rights and limitations set forth therein.

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SECURED CONVERTIBLE PROMISSORY NOTE

$250,000	March 16, 2026

ARTICLE 1

PRINCIPAL SUM

Section 1.1 Principal Sum

For value received, GNQ Insilico Inc. (together with its successors and permitted assigns, the “Corporation”) shall pay to the order of **ISLAND CAPITAL LLC **(together with its successors and permitted assigns, the “Holder”) the principal sum of $250,000 in lawful money of the United States of America on presentation and surrender of this Note at such place as the Holder may designate on September 16, 2026.

Section 1.2 Interest

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among IB Acquisition Corp., a Nevada corporation (the “Company”), I-B Good Works 4, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor, an “Existing Holder” and collectively the “Existing Holders”), and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

RECITALS

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VOTING AND EXCHANGE AGENCY AGREEMENT

THIS VOTING AND EXCHANGE AGENCY AGREEMENT is dated ● between IB Acquisition Corp. (hereinafter referred to as “SPAC”), GNQ Exchange Inc. (hereinafter referred to as “ExchangeCo”), and ● (hereinafter referred to as the “Agent”).

RECITALS:

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EXCHANGECO

FORM OF EXCHANGEABLE SHARE TERMS

The Exchangeable Shares shall have the following rights, privileges, restrictions and conditions:

1.	Interpretation

For the purposes of these share provisions:

“affiliate” has the meaning ascribed thereto in National Instrument 45-106 - Prospectus Exemptions, as amended.

“Agency” means any domestic or foreign court, tribunal, federal, state, provincial or local government or governmental agency, department or authority or other regulatory authority (including the Principal Exchange) or administrative agency or commission (including the Securities Commissions and the SEC) or any elected or appointed public official.

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Exhibit 10.29

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•] between Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as officers and directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Exhibit 10.26

Execution Version

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

This Convertible Promissory Note Purchase Agreement (“Agreement”) is entered into as of June 24, 2026, by and among Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and the lenders (each individually, a “Lender”, and collectively, the “Lenders” named on the Schedule of Lenders attached hereto as Exhibit A (the “Schedule of Lenders”) and any additional Lenders who become party hereto.  The Company and the Lenders may be referred to herein individually as a “Party” and, collectively, as the “Parties”.  Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS, the Parties wish to provide for the sale and issuance of Notes, as defined below, to the Lenders by the Company in return for the provision by the Lenders of the loan amounts to the Company as set forth for each Lender on the Schedule of Lenders; and

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Exhibit 10.33

REMIX THERAPEUTICS INC.

Aug 1, 2019

Dear Peter:

Remix Therapeutics Inc. (the “Company”), is pleased to offer you employment on the following terms:

1.            Position.  Your title will be President and Chief Scientific Officer, and you will report to the Company’s Board of Directors (the “Board”).  This is a full-time position.  You will undertake to perform, to the best of your ability, all the work related to the Company’s business that can reasonably be assigned to you by or on behalf of the Company consistent with this position.  You will act in accordance with the instructions to be given to you by the Board.  While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) without the prior consent of the Board and under no circumstances will you engage in activities that would create a conflict of interest with the Company.  For the avoidance of doubt, the Company agrees that you may continue (i) in a consulting or advisory board capacity with Rodin Therapeu

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Exhibit 10.31

REMIX THERAPEUTICS INC.

2019 STOCK PLAN

ADOPTED ON JULY 26, 2019

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TABLE OF CONTENTS

Page

SECTION 1.		ESTABLISHMENT AND PURPOSE	1
SECTION 2.		ADMINISTRATION	1
	(a)	Committees of the Board of Directors	1
	(b)	Authority of the Board of Directors	1
SECTION 3.		ELIGIBILITY	1
	(a)	General Rule	1
	(b)	Ten‑Percent Stockholders	1

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Exhibit 10.34

Remix Therapeutics, Inc.

400 Technology Square

Cambridge, MA  02139

August 3rd, 2020

Dear Heather:

Remix Therapeutics, Inc.  (the “Company”) is pleased to offer you employment on the following terms:

1.          Position.  Your initial title will be Chief Business Officer/Chief Operating Officer, and you will initially report to Peter Smith, the Company’s President and Chief Scientific Officer.  This is a full-time position.  You are required to relocate to, and maintain a residence in, the greater Boston area.  While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full‑time or part-time) without the Company’s prior written consent.  By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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