Browse EX-10 agreements

**OBSIDIAN THERAPEUTICS, INC. **

**SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN **

1.	Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Obsidian Therapeutics, Inc. (the “Company”) and its affiliates toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2.	Covered Executives

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**OBSIDIAN THERAPEUTICS, INC. **

**2026 EQUITY INCENTIVE PLAN **

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Obsidian Therapeutics, Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Obsidian Therapeutics, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer alignment of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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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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**OBSIDIAN THERAPEUTICS, INC. **

**EXECUTIVE SEVERANCE PLAN AND **

**SUMMARY PLAN DESCRIPTION **

1.	**Introduction and Purpose **

This document serves as the Plan document and Summary Plan Description (“SPD”) for the severance pay and benefits provided under the Obsidian Therapeutics, Inc. Executive Severance Plan (the “Plan”). Obsidian Therapeutics, Inc., a Delaware corporation (including its successors, the “Company”), considers it essential to foster the continuous employment of key management personnel. The Company acknowledges the possibility of an involuntary termination of employment exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company.

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**OBSIDIAN THERAPEUTICS, INC. **

**INDEMNIFICATION AGREEMENT **

**(For Officers of a Delaware Corporation) **

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Obsidian Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2026, is entered into by and among Galera Therapeutics, Inc., a Delaware corporation, Gazelle Parent, Inc., a Delaware corporation (“Parent”), 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 on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

**WHEREAS: **

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***Execution ***

***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10) AND REPLACED WITH [***]. SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. ***

**License Agreement **

This License Agreement (“Agreement”) is made as of the date of the last authorized signature below (the “Effective Date”), by and between The Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas, whose address is 210 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas M. D. Anderson Cancer Center (“MD Anderson”), a member institution of System, and Obsidian Therapeutics, Inc., having a principal place of business located at 1030 Massachusetts Avenue, Cambridge, MA 02138 (“Licensee” or “Obsidian”). Board, on behalf of MD Anderson, and Obsidian hereinafter may be referred to each as a “Party” and collectively as the “Parties.”

**Recitals **

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**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 14, 2026, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”), Gazelle Parent, Inc., a Delaware corporation (“Parent”) (solely with respect to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.33 and 5.12 hereof), Obsidian Therapeutics, Inc., a Delaware corporation (“Obsidian”) (solely with respect to Section*** 5.3* hereof), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

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***Execution Version ***

LOCK-UP AGREEMENT

April 14, 2026

Obsidian Therapeutics, Inc.

1030 Massachusetts Avenue

Cambridge, MA 02138

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Obsidian Therapeutics, Inc., a Delaware corporation (the “Company”), has entered into an Agreement and Plan of Merger, dated as of April 14, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Galera Therapeutics, Inc., a Delaware corporation (“Galera”), Gazelle Parent, Inc., a Delaware corporation (“Parent”), Onyx MergerSub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent and Gazelle Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent. 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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**CONTINGENT VALUE RIGHTS AGREEMENT **

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 31, 2026 (this “Agreement”), is entered into by and between GAZELLE PARENT, INC.,** **a Delaware corporation (“Parent”), OBSIDIAN THERAPEUTICS, INC., a Delaware corporation (“Obsidian”) and EQUINITI TRUST COMPANY, LLC, a New York limited liability trust company (the “Rights Agent” and, collectively with Parent and Onyx, the “Parties”).

**RECITALS **

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**LEASE **

**By and Between **

**PATRIOTS PARK OWNER, LLC **

**(“Landlord”) **

**And **

**OBSIDIAN THERAPEUTICS, INC. **

**(“Tenant”) **

**Address: One Patriots Park, Bedford, Massachusetts 01730 **

**Dated: August 19, 2021 **

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***LEASE ***

This LEASE (this “LEASE”) is made as of the 19th day of August, 2021 by and between PATRIOTS PARK OWNER, LLC (“Landlord”), c/o Jumbo Capital Incorporated, 1900 Crown Colony Drive, 4th Floor, Quincy, Massachusetts 02169, and OBSIDIAN THERAPEUTICS, INC. (“Tenant”), having a mailing address of 1030 Massachusetts Avenue, Cambridge, Massachusetts 02138.

RECITALS:

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Execution Copy

***LEASE ***

**1030 MASSACHUSETTS AVENUE **

**CAMBRIDGE, MASSACHUSETTS **

**CAMBRIDGE 1030 MASS AVE, LLC **

a Delaware limited liability company

as Landlord,

and

**OBSIDIAN THERAPEUTICS, INC. **

a Delaware corporation

as Tenant.

1030 Massachusetts Ave.

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**Table of Contents **

		Page
1.   PREMISES, BUILDING, PROJECT, AND COMMON AREAS			5
1.1  Premises, Building, Project and Common Areas			5

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