Browse EX-10 agreements

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “Agreement”) is made and entered into as of June 24, 2026 (the “Effective Date”) by and among Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the Schedule of Purchasers attached hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.

 

RECITALS

 

WHEREAS, the Company is party to that certain Agreement and Plan of Merger by and among the Company, Peregrine Merger Sub, Inc. (“Merger Sub”), and Passage Bio, Inc. (“Passage”), dated on or about the date hereof (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Passage (the “Merger”);

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OBSIDIAN THERAPEUTICS, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

 

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).

 

Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in this Plan does not change the “at will” nature of a Covered Executive’s employment with the Company or an affiliate.

 

Administration

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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

 

A.

Board owns or co-owns MDA Licensed IP (defined below).

 

B.

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OBSIDIAN THERAPEUTICS, INC.

COMPENSATION RECOVERY POLICY

Adopted June 21, 2026

Obsidian Therapeutics, Inc. (the “Company”) has adopted a Compensation Recovery Policy (this “Policy”) as described below.

1. Overview

The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Stock Market. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.

2. Compensation Recovery Requirement

In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.

3. Definitions

 

 

a.

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OBSIDIAN THERAPEUTICS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Obsidian Therapeutics, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 14, 2026, by and among Galera Therapeutics, Inc., the Company and certain other parties thereto (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

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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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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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