Execution Copy

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

Development and Option Agreement

by and between

ACUITAS THERAPEUTICS, INC.

and

SCRIBE THERAPEUTICS INC.

dated

November 7, 2022

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TABLE OF CONTENTS

 

 

 

 

 

  

Page

 

Article 1 Definitions

  

 

1

 

Article 2 Governance

  

 

9

 

2.1

 

Management

  

 

9

 

2.2

 

Joint Development Committee

  

 

9

 

Article 3 The Program

  

 

10

 

3.1

 

Program Generally

  

 

10

 

3.2

 

FTEs

  

 

12

 

3.3

 

Program Records, Reports and Materials

  

 

13

 

3.4

 

Program Licenses

  

 

14

 

Article 4 Reserved Targets

  

 

16

 

4.1

 

Generally

  

 

16

 

4.2

 

Reserved Protein Target List, Restricted Protein Target List and Protein Target Notices

  

 

16

 

4.3

 

Expiration of Pre-Existing Restrictions

  

 

17

 

4.4

 

Fees

  

 

17

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC. IF PUBLICLY DISCLOSED.

UNIVERSITY OF CALIFORNIA, BERKELEY

OFFICE OF TECHNOLOGY LICENSING

 

 

 

AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT

BETWEEN

SCRIBE THERAPEUTICS INC.

AND

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

FOR

“RNA-GUIDED NUCLEIC ACID MODIFYING ENZYMES AND METHODS OF USE THEREOF (“CASX”)”

AND

“RNA-GUIDED NUCLEIC ACID MODIFYING ENZYMES AND METHODS OF USE THEREOF (“CASY”)

 

 

 

UC Case Nos.: BK-2017-016 & 2017-017,BK-2018-215 and BK-2019-011

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Table of Contents

 

Article

 

 

  

Page

 

 

BACKGROUND

  

 

1

 

 

DEFINITIONS

  

 

3

 

 

GRANT

  

 

8

 

 

SUBLICENSES

  

 

9

 

 

LICENSE ISSUE FEE

  

 

12

 

 

ROYALTIES, MAINTENANCE FEES, MINIMUM ANNUAL ROYALTIES

  

 

15

 

 

DUE DILIGENCE

  

 

20

 

 

PROGRESS AND ROYALTY REPORTS

…

SCRIBE THERAPEUTICS INC.

2018 STOCK INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.

2. Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.

(a) “Administrator” means the Board or any of the Committees appointed to administer the Plan.

(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

…

SCRIBE THERAPEUTICS INC.

SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENT

This Scientific Advisory Board Member Agreement (this “Agreement”) is made and entered into as of April 12, 2021 (the “Effective Date”) by and between Scribe Therapeutics Inc., a Delaware corporation having an address at 150 Marina Village Pkwy, Alameda, CA 94501 (the “Company”), and David F. Savage (“Member”), an individual having an address at      .

WHEREAS, the Company desires to retain Member as an independent contractor to perform certain advisory services for the Company; and

WHEREAS, Member is willing to perform such services, on terms set forth more fully below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. SERVICES, CONSIDERATION AND NATURE OF SCIENTIFIC ADVISORY BOARD

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated April 23, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Charlie Morrison (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief Executive Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment, to commence on April 28, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

…

Exhibit 10.8

 

INVESTOR INFORMATION AGREEMENT

This INVESTOR INFORMATION AGREEMENT (this “Agreement”) is dated as of January 16, 2025 and is between Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (together with its successors, “HoldCo”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HoldCo (together with its successors, the “Company”), Blackstone Capital Partners IX L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and its alternative investment vehicles, “Fund 1”), and Blackstone Private Equity Strategies Fund L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and its alternative investment vehicles, “Fund 2 “).

BACKGROUND

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and between Jersey Mike’s Franchise Systems, Inc. (“JMFS”) located at 2251 Landmark Place, Manasquan, New Jersey, and Walter Tombs (“Employee”) of 1.410 Cortland Drive, Manasquan, New Jersey, 08736, for the mutual consideration set forth herein.

1. Title. Employee will serve as JMFS’s Chief Financial Officer, reporting to Peter Cancro, current JMFS Chief Executive Officer, the CEO’s designee or successor (“CEO”).

2. Duties. Employee will be responsible for the day-to-day financial operation of JMFS, with the advice and consent of the CEO, as well as for any other responsibilities as may be assigned by the CEO to Employee from time to time.

…

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Jersey Mike’s Franchise Systems, Inc. (the “Company”) and Peter Cancro (“Executive”) on November 8, 2024, and shall be effective as of the Effective Date (as defined below).

RECITALS:

WHEREAS, this Agreement (i) is being entered into in connection with the transactions contemplated by that certain Equity Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”) by and among Submarine Buyer LLC, a Delaware limited liability company, (“Purchaser”), the Company, Jersey Shore Construction LLC, a New Jersey limited liability company, Jersey Mike’s Inc., a Delaware corporation (the “Principal Seller”), and, with respect to certain sections therein, Executive, and (ii) shall be effective as of the Closing (as defined in the Purchase Agreement) (the “Effective Date”);

WHEREAS, Executive currently serves as the Chief Executive Officer of the Company; and

…

TRANSITION AGREEMENT AND GENERAL RELEASE

THIS TRANSITION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made as of the 10th day of December, 2025 (the “Agreement Date”) by and among Walter Tombs, an individual (“Executive”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company (the “Company”), and, solely for purposes of Sections 4 and 5, Jersey Mike’s Management Aggregator LLC, a Delaware limited liability company (“Aggregator”). Reference is hereby made to that certain Employment Agreement entered into between the Company and Executive, dated as of May 13, 2016 (the “Employment Agreement”). In consideration of the payments and benefits described herein to be provided to Executive, the sufficiency of which is acknowledged hereby, Executive and the Company agree as follows:

…

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated October 21, 2025, is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Scott McLester (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as General Counsel of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and WHEREAS, Executive desires to accept such employment to commence on November 15, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

…

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment (this “Amendment”) to the Agreement (as defined below), is made as of January 15, 2025, by and between Jersey Mike’s Franchise Systems, LLC (formerly known as Jersey Mike’s Franchise Systems, Inc.) (the “Company”) and Peter Cancro (“Executive”). Capitalized terms used herein but not otherwise defined have the meanings as set forth in the Agreement.

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated as of November 8, 2024 (the “Agreement”), and now desire to amend the Agreement as set forth herein;

WHEREAS, pursuant to Section 7(d) of the Agreement, the Agreement may be amended by written instrument signed by the Company and the Executive.

NOW, THEREFORE, the Agreement is hereby amended as follows:

Amendments.

a.

Section 4(d) of the Agreement is hereby amended and restated as follows:

…

Exhibit 10.14

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated August 23, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Betsy Mercado (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief People Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment to commence on September 29, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

…