425

Galera Therapeutics, Inc.

Date: April 14, 2026

/s/ J. Mel Sorensen, M.D.

J. Mel Sorensen, M.D.

President and Chief Executive Officer

425 1 d124753d425.htm 425 425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2026

GALERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39114	46-1454898
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 Lindenwood Drive, Suite 225

Malvern, PA 19355

(Address of principal executive offices) (Zip Code)

(610) 725-1500

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	GRTX	OTCQB Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

Merger Agreement

On April 14, 2026, Galera Therapeutics, Inc., a Delaware corporation (“Galera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Galera, Obsidian Therapeutics, Inc., a Delaware corporation (“Obsidian”), Gazelle Parent, Inc., a Delaware corporation (“Parent”), Onyx MergerSub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Obsidian Merger Sub”), and Gazelle Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Galera Merger Sub”).

Pursuant to the Merger Agreement, and upon the terms and subject to the satisfaction of the conditions described therein, Galera will be merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the “Galera Merger”), and Obsidian will be merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent (the “Obsidian Merger” and, together with the Galera Merger, the “Mergers” and, together with all of the other transactions contemplated by the Merger Agreement, the “Contemplated Transactions”). The Mergers are intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Subject to the terms and conditions of the Merger Agreement, (a) at the effective time of the Obsidian Merger (the “Obsidian Effective Time”), each then-outstanding share of common stock of Obsidian (each such share, an “Obsidian Share”) (excluding Obsidian Shares held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Parent Common Stock (as defined below), calculated in accordance with the exchange ratio as set forth in the Merger Agreement and (b) immediately following the Obsidian Effective Time, at the effective time of the Galera Merger (the “Galera Effective Time”) and following the conversion into Galera Common Stock (as defined below) of Galera’s Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share and Series C Preferred Stock issued in connection with the Concurrent PIPE Financing (as defined below), each then-outstanding share of common stock of Galera, par value $0.001 per share (“Galera Common Stock”) (excluding any shares of Galera Common Stock held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Parent common stock, par value $0.001 per share (“Parent Common Stock”), calculated in accordance with the exchange ratio as set forth in the Merger Agreement. Each then-outstanding option to purchase shares of Galera Common Stock with an exercise price per share less than the closing trading price of a share of Galera Common Stock, on the last full trading day on which the Galera Common Stock is traded prior to the date on which the Galera Effective Time occurs will be converted into shares of Parent Common Stock, subject to adjustment as set forth in the Merger Agreement.

At the Closing (as defined below), on a pro forma basis and based upon the number of shares of Parent Common Stock expected to be issued in connection with the Mergers and the Concurrent PIPE Financing, pre-merger equityholders of Obsidian are expected to own approximately 53.2% of the combined company, pre-merger equityholders of Galera (other than Investors (as defined below) in the Concurrent PIPE Financing) will own approximately 1.8% of the combined company and the Investors (as defined below) in the Concurrent PIPE Financing are expected to hold approximately 45.0% (assuming proceeds from the Concurrent PIPE Financing of $350.0 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for Galera of $13.8 million (assuming Galera has net cash (“Galera Net Cash”)) of $1.8 million as of the closing of the Mergers (the “Closing” and such date, the “Closing Date”), (ii) a valuation for Obsidian of $413.5 million, and (iii) the relative capitalization of Galera and Obsidian). The percentage of the combined company that each party’s equity holders will own following the Closing is subject to certain adjustments as described in the Merger Agreement, including the amount of the Final Galera Net Cash at Closing (as defined in the Merger Agreement).

The Merger Agreement contains representations and warranties of the parties regarding their respective businesses. The Merger Agreement also contains certain covenants made by each of Galera and Obsidian, including non-solicitation restrictions binding each party (and subject to certain exceptions as further described in the Merger Agreement) and its representatives and restrictions on the operation of each party’s business between the date of the Merger Agreement and the Closing.

In connection with the Mergers, Parent will prepare and file a registration statement on Form S-4, which will contain a prospectus to register the shares of Parent Common Stock issued pursuant to the Merger Agreement (other than those shares of Parent Common Stock issuable upon conversion of the Series C Preferred Stock (as defined below) issued to the Investors in the Concurrent PIPE Financing (treatment of which is more fully described under the heading “Concurrent PIPE Financing” below)) (the “Form S-4”). Promptly after the Form S-4 is declared effective, Galera shall solicit written consents from the Galera stockholders (the “Galera Stockholder Written Consent”) and Obsidian shall solicit written consents from the Obsidian stockholders (the “Obsidian Stockholder Written Consent”) to seek approval of the Contemplated Transactions.

The Closing is subject to certain closing conditions, including: (i) the approval by the requisite Galera stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby; (ii) approval by the requisite Obsidian stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby; (iii) the existing shares of Galera Common Stock having been continually listed on the Over the Counter Quote Bulletin Board—Venture Market and the approval of the listing of the shares of Parent Common Stock to be issued in the Mergers on The Nasdaq Capital Market; (iv) the Securities Purchase Agreement (as defined below) being in full force and effect with cash proceeds of approximately $350 million having been received by Galera (subject to adjustment in accordance with the Merger Agreement); and (v) the effectiveness of the Form S-4. The Closing is also subject to other specified customary closing conditions of each party, including the accuracy of each party’s representations and warranties, subject to applicable materiality qualifications, compliance by each party with its covenants under the Merger Agreement in all material respects, respectively, delivery of certain customary closing documents by each of Galera and Obsidian, and no Galera material adverse effect or Obsidian material adverse effect having occurred since the date of the Merger Agreement that is continuing, respectively.

Either party may be required to pay a termination fee in the event of termination of the Merger Agreement in certain circumstances. A termination fee of $1.25 million may become payable by Obsidian to Galera if the Merger Agreement is terminated by (a) Galera (i) as a result of a material breach of the Merger Agreement by Obsidian that has not been cured, (ii) if the Obsidian Stockholder Written Consent is not delivered to Galera within 15 days of the S-4 becoming effective or (iii) the board of directors of Obsidian or a committee thereof makes an Obsidian Board Adverse Recommendation Change (as defined in the Merger Agreement) or (b) by Obsidian concurrently with Obsidian’s entry into any Permitted Alternative Agreement (as defined in the Merger Agreement), subject to certain requirements set forth in the Merger Agreement. A termination fee of $0.75 million may become payable by Galera to Obsidian if the Merger Agreement is terminated (i) by Obsidian upon a material breach of the Merger Agreement by Galera or (ii) by Galera concurrently with Galera’s entry into any Permitted Alternative Agreement, subject to certain requirements set forth in the Merger Agreement.

Support Agreements

Concurrently with the execution of the Merger Agreement, the executive officers and directors and certain other stockholders of Galera holding approximately 51.1% of the outstanding Galera capital stock entered into support agreements (the “Galera Support Agreements”) in favor of Obsidian, providing among other things, that such officers, directors and stockholders will vote all of their eligible shares of Galera capital stock, among other things: (i) in favor of approving the Mergers, the Galera Stockholder Written Consent and the other actions contemplated by the Merger Agreement and (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Mergers.

Concurrently with the execution of the Merger Agreement, certain officers and directors and certain other stockholders of Obsidian holding approximately 62.8% of the outstanding Obsidian capital stock entered into support agreements (the “Obsidian Support Agreements” and, together with the Galera Support Agreements, the “Support Agreements”) in favor of Obsidian, providing among other things, that such officers, directors and stockholders will vote all of their shares of Obsidian capital stock, among other things: (i) in favor of approving the Mergers, the Obsidian Stockholder Written Consent and the other actions contemplated by the Merger Agreement and (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Mergers.

Lock-Up Agreements

Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of Obsidian entered into lock-up agreements (the “Obsidian Lock-Up Agreements”), pursuant to which, subject to specified exceptions, such persons accepted certain restrictions on transfers of the shares of Galera Common Stock beneficially held by such persons or such persons’ family members (other than shares received as a result of the conversion of shares received in the Concurrent PIPE Financing) for the 180-day period following the Galera Effective Time.

The foregoing descriptions of the Merger Agreement, the form of Galera Support Agreement, form of the Obsidian Support Agreement and the form of Obsidian Lock-Up Agreement (collectively, the “Agreements”), do not purport to be complete and are qualified in their entirety by reference to those Agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each of Parent, Galera and Obsidian in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Agreements were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.

Galera Contingent Value Rights Agreement

In connection with the Mergers and immediately prior to the Galera Effective Time, Parent and Obsidian entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Equiniti Trust Company, LLC (“Rights Agent”), pursuant to which Galera common stockholders of record as of immediately prior to the Galera Effective Time (“CVR Holders”) received one contingent value right (each, a “CVR”) for each outstanding share of Galera common stock held by such stockholder as of such date. Each CVR represents the right to receive certain net proceeds from Parent upon the receipt by Parent or any affiliate of Parent (“Payment Obligor”) of gross proceeds paid to Parent from the license, sale, assignment, transfer or other disposition of the small molecule tilarganine, Galera’s legacy asset, or supportive-care products containing the small molecules GC4419 (avasopasem) or GC4711 (rucosopasem) (the “CVR Payment Amounts”), less permitted deductions as detailed in the CVR Agreement.

If the CVR Payment Amounts become payable, the Rights Agent will distribute such amounts to the CVR Holders in accordance with the terms of the CVR Agreement. There can be no assurance that the CVR Holders will receive any payments with respect to the CVR Agreement.

The CVRs are solely contractual rights and shall not constitute equity or ownership interests in Parent, Galera, Obsidian or any of their respective affiliates, and Parent, Galera and Obsidian shall cooperate, including by making changes to the CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, or applicable state securities or “blue sky” laws. The CVRs are not transferable except in accordance with the terms of the CVR Agreement.

The foregoing description of the CVR Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is attached hereto as Exhibit 10.6 and incorporated herein by reference.

Concurrent PIPE Financing

Concurrently with entering into the Merger Agreement, Parent and Galera entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain qualified institutional buyers and/or accredited investors (the “Investors”). Pursuant to the Securities Purchase Agreement, and subject to the terms and conditions therein, Galera agreed to sell, and the Investors agreed to purchase, immediately prior to the Obsidian Effective Time, shares of Galera’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred

Stock”), for an aggregate purchase price of $350.0 million (the “Concurrent PIPE Financing”). In the event Obsidian consummates a Permitted Obsidian Bridge Financing (as defined in the Merger Agreement) prior to the Obsidian Effective Time and an Investor funds a portion of such Permitted Obsidian Bridge Financing, such Investor’s aggregate purchase amount under the Securities Purchase Agreement shall be reduced dollar for dollar by an amount equal to such Investor’s Permitted Obsidian Bridge Financing funding amount. Shares of Series C Preferred Stock issued pursuant to the Concurrent PIPE Financing will be converted into shares of Galera Common Stock immediately after they are issued and then, in accordance with the terms of the Merger Agreement, will be converted into shares of Parent Common Stock at the Galera Effective Time. The closing of the Concurrent PIPE Financing is anticipated to occur on or about the date of the Closing of the Mergers, subject to the satisfaction of customary closing conditions.

Parent and Galera have also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors in connection with the Concurrent PIPE Financing. Pursuant to the Registration Rights Agreement, the combined company will prepare and file a resale registration statement with the Securities and Exchange Commission (the “SEC”) within 30 calendar days following the Closing Date. The combined company will use its reasonable best efforts to cause such registration statement to become effective at the earliest possible date.

The combined company will also agree to, among other things, indemnify the Investors, their members, shareholders, directors, officers, partners, employees, managers, agents, representatives and advisors under the Registration Rights Agreement from certain liabilities and pay all fees and expenses (excluding underwriting discounts and selling commissions and all similar fees and commissions relating to an Investor’s disposition of its Registrable Securities (as defined in the Registration Rights Agreement)) incident to the combined company’s obligations under the Registration Rights Agreement.

The foregoing descriptions of the Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement, as well as the Registration Rights Agreement, forms of which are filed as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The shares to be issued in the Concurrent PIPE Financing will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy any securities of Parent, Galera or Obsidian.

Item 5.01

Changes in Control of Registrant

To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On April 14, 2026, Galera and Obsidian issued a press release announcing the execution of the Merger Agreement and the Securities Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In addition, Galera and Obsidian made available a presentation to be used with investors to discuss the proposed Mergers. A copy of the corporate presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 and the corporate presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

Use of Website to Distribute Material Non-Public Information

Galera’s Investor Relations website is www.galeratx.com/. Galera uses its Investor Relations website as a means of disclosing material non-public information and for the purpose of complying with its disclosure obligations under Regulation FD. Therefore, Galera encourages investors, the media and others interested in Galera to review the information it posts on its Investor Relations website.

Additional Information and Where to Find It

In connection with the proposed transactions between Obsidian and Galera, Galera and the newly-formed company will file relevant materials with the SEC. The newly-formed company will file a registration statement on Form S-4 that will include a proxy statement or information statement and prospectus relating to the proposed transaction, which will constitute a proxy statement or information statement of Galera and a prospectus of the newly-formed company (the “Prospectus”). Galera and the newly-formed company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Prospectus or any other document which Galera or the newly-formed company may file with the SEC or send to stockholders of Galera or Obsidian in connection with the proposed transaction. The Prospectus will be mailed to stockholders of Galera. INVESTORS AND SECURITYHOLDERS OF GALERA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GALERA, OBSIDIAN AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the Prospectus (when available) and other documents filed with the SEC by Galera or the newly-formed company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Galera will be available free of charge on Galera’s website at www. galeratx.com.

No Offer or Solicitation

This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities of Galera, Obsidian or the newly-formed company, or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of Galera or Obsidian. However, Galera and Obsidian and each of their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Galera may be found in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 19, 2026 and its proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 10, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the propsectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “will,” “would,” “target,” and similar expressions. Forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond Galera’s control and are not guarantees of future results, including statements about the potential transaction, the Concurrent PIPE Financing, future financial and operating results, and combined company strategy and operations. These forward-looking statements reflect management’s good faith judgment based on facts and factors currently known to management. Galera cautions investors not to place undue reliance on any such forward-looking statements.

These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: (i) the satisfaction or waiver of closing conditions to the potential transaction in the anticipated timeframe or at all; (ii) the risk that the potential transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations and makes it more difficult to maintain business and operational relationships; (iii) the risk that the anticipated benefits and synergies of the potential transaction will not be realized or will take longer to realize than expected; (iv) the magnitude of transaction costs associated with the potential transaction and the Concurrent PIPE Financing; and (v) those additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Galera’s most recently filed Annual Report on Form 10-K filed with the SEC, and elsewhere in Galera’s filings and reports with the SEC. Forward-looking statements necessarily involve assumptions that, if they never materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof, and none of Parent, Galera or Obsidian undertake any duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Item 9.01

Financial Statements and Exhibits


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of April 14, 2026, by and among Obsidian Therapeutics, Inc., Galera Therapeutics, Inc., Gazelle Parent, Inc., Onyx MergerSub, Inc. and Gazelle Merger Subsidiary, Inc.

10.1		Form of Galera Stockholder Support Agreement

10.2		Form of Obsidian Stockholder Support Agreement

10.3		Form of Obsidian Lock-Up Agreement

10.4*		Form of Securities Purchase Agreement, dated as of April 14, 2026, by and among Gazelle Parent, Inc., Galera Therapeutics, Inc., Obsidian Therapeutics, Inc. and each of the Investors listed on Exhibit A thereto




10.5		Form of Registration Rights Agreement, dated as of April 14, 2026, by and among Parent, Galera Therapeutics, Inc. and each of the Investors signatory thereto

10.6		Form of CVR Agreement

99.1		Press Release issued on April 14, 2026

99.2		Obsidian Therapeutics, Inc. Corporate Presentation, dated as of April 14, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among:

OBSIDIAN THERAPEUTICS, INC.;

GALERA THERAPEUTICS, INC.;

GAZELLE PARENT, INC.;

ONYX MERGERSUB, INC.;

and

GAZELLE MERGER SUBSIDIARY, INC.;

Dated as of April 14, 2026

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS AND INTERPRETATIVE PROVISIONS			3

1.1	Definitions		3
1.2	Other Definitional and Interpretative Provisions		22

ARTICLE II THE MERGER			23

2.1	The Obsidian Merger		23
2.2	The Galera Merger		23
2.3	Closing		24
2.4	Organizational Documents; Directors and Officers		24
2.5	Conversion of Shares of Obsidian		25
2.6	Conversion of Shares of Galera		27
2.7	Contingent Value Right		29
2.8	Closing of Transfer Books		29
2.9	Surrender of Obsidian Common Stock		30
2.10	Surrender of Galera Common Stock		30
2.11	Calculation of Net Cash		31
2.12	Further Action		33
2.13	Withholding		33
2.14	Appraisal Rights		33

ARTICLE III REPRESENTATIONS AND WARRANTIES OF OBSIDIAN			34

3.1	Due Organization; Subsidiaries		34
3.2	Organizational Documents		35
3.3	Authority; Binding Nature of Agreement		35
3.4	Vote Required		35
3.5	Non-Contravention; Consents		35
3.6	Capitalization		36
3.7	Financial Statements		38
3.8	Absence of Changes		39
3.9	Absence of Undisclosed Liabilities		39
3.10	Title to Assets		39
3.11	Real Property; Leasehold		40
3.12	Intellectual Property		40
3.13	Agreements, Contracts and Commitments		44
3.14	Compliance; Permits; Restrictions		46
3.15	Legal Proceedings; Orders		49
3.16	Tax Matters		49
3.17	Employee and Labor Matters; Benefit Plans		51
3.18	Environmental Matters		53
3.19	Insurance		54


3.20	Transactions with Affiliates	54
3.21	No Financial Advisors	54
3.22	Privacy and Data Security	54
3.23	No Other Representations or Warranties	55

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GALERA		55

4.1	Due Organization; Subsidiaries	56
4.2	Organizational Documents	56
4.3	Authority; Binding Nature of Agreement	56
4.4	Vote Required	57
4.5	Non-Contravention; Consents	58
4.6	Capitalization	59
4.7	SEC Filings; Financial Statements	60
4.8	Absence of Changes	62
4.9	Absence of Undisclosed Liabilities	62
4.10	Title to Assets	62
4.11	Real Property; Leasehold	63
4.12	Intellectual Property	63
4.13	Agreements	67
4.14	Absence of Certain Agreements	69
4.15	Compliance; Permits; Restrictions	70
4.16	Legal Proceedings; Orders	72
4.17	Tax Matters	72
4.18	Employee and Labor Matters; Benefit Plans	74
4.19	Environmental Matters	76
4.20	Insurance	77
4.21	Transactions with Affiliates	77
4.22	No Financial Advisors	77
4.23	Valid Issuance; No Bad Actor	77
4.24	Privacy and Data Security	78
4.25	Concurrent PIPE Financing	78
4.26	No Other Representations or Warranties	79

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT		79

5.1	Due Organization	79
5.2	Authority; Binding Nature of Agreement	79
5.3	No Vote of Parent Stockholders; Required Approval	80
5.4	Litigation	80
5.5	Absence of Certain Agreements	80
5.6	Stock Ownership	80
5.7	Brokers’ Fees	80
5.8	Parent Information	81



ARTICLE VI COVENANTS		81

6.1	Conduct of Obsidian’s Business	81
6.2	Conduct of Galera’s Business	84
6.3	Conduct of Parent’s Business	86
6.4	Access and Investigation	88
6.5	No Solicitation	88
6.6	Notification of Certain Matters	90
6.7	Galera Options	91
6.8	Reserved	91
6.9	Galera ESPP	91
6.10	Concurrent PIPE Financing	91

ARTICLE VII ADDITIONAL AGREEMENTS		92

7.1	Registration Statement; Information Statement	92
7.2	Obsidian Stockholder Approval	94
7.3	Galera Stockholder Approval	95
7.4	Efforts; Regulatory Approvals; Transaction Litigation	98
7.5	Disclosures	99
7.6	Indemnification of Officers and Directors	99
7.7	Tax Matters	101
7.8	Listing	101
7.9	Legends	102
7.10	Officers and Directors	102
7.11	Termination of Certain Agreements and Rights	103
7.12	Section 16 Matters	103
7.13	Allocation Certificate	103
7.14	Galera Organizational Documents	104
7.15	Obligations of Merger Subs	104
7.16	Takeover Statutes	104
7.17	Parent Equity Plans	105
7.18	Galera 401(k) Plan	105

ARTICLE VIII CONDITIONS TO CONSUMMATION OF THE MERGER		105

8.1	Conditions Precedent to Obligations of Each Party	105
8.2	Conditions Precedent to Obligations of Obsidian	106
8.3	Conditions Precedent to Obligations of Galera, Parent, Obsidian Merger Sub and Galera Merger Sub	107
8.4	Frustration of Closing Conditions	108

ARTICLE IX CLOSING DELIVERIES		109

9.1	Closing Deliveries of Obsidian	109
9.2	Closing Deliveries of Galera	109

iii



ARTICLE X TERMINATION		109

10.1	Termination	109
10.2	Effect of Termination	112
10.3	Expenses; Termination Fees	112

ARTICLE XI GENERAL PROVISIONS		113

11.1	Non-Survival of Representations and Warranties	113
11.2	Amendment	113
11.3	Waiver	114
11.4	Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile	114
11.5	Applicable Law; Jurisdiction	114
11.6	Assignability	115
11.7	Notices	115
11.8	Cooperation	116
11.9	Severability	116
11.10	Other Remedies; Specific Performance	116
11.11	No Third-Party Beneficiaries	116

EXHIBITS


Exhibit A		Form of Galera Stockholder Support Agreement

Exhibit B		Form of Obsidian Stockholder Support Agreement

Exhibit C		Form of Obsidian Lock-Up Agreement

Exhibit D		Form of Obsidian Stockholder Written Consent

Exhibit E		Form of Galera Stockholder Written Consent

Exhibit F		Form of Securities Purchase Agreement

Exhibit G		CVR Agreement

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 14, 2026, by and among OBSIDIAN THERAPEUTICS, INC., a Delaware corporation (“Obsidian”), 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 (“Obsidian Merger Sub”), and GAZELLE MERGER SUBSIDIARY, INC., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Galera Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 1.1.

RECITALS

A. WHEREAS, Obsidian and Galera intend to effect a strategic combination of their businesses in accordance with this Agreement and Delaware Law;

B. WHEREAS, on April 10, 2026, Galera formed Parent and each of Obsidian and Galera have determined that from and after the Galera Effective Time on the Closing Date, Parent shall act as the parent company for their combined businesses;

C. WHEREAS, Obsidian and Parent intend, upon the terms and subject to the conditions set forth in this Agreement and in accordance with Delaware Law, to effect a merger of Obsidian Merger Sub with and into Obsidian (the “Obsidian Merger”). Upon consummation of the Obsidian Merger, Obsidian Merger Sub will cease to exist, and Obsidian will become a direct wholly owned Subsidiary of Parent;

D. WHEREAS, Galera and Parent intend, upon the terms and subject to the conditions set forth in this Agreement and in accordance with Delaware Law, to effect a merger of Galera Merger Sub with and into Galera (the “Galera Merger” and together with the Obsidian Merger, the “Mergers”) as soon as reasonably practicable following the Obsidian Effective Time. Upon consummation of the Galera Merger, Galera Merger Sub will cease to exist, and Galera will become a direct wholly owned Subsidiary of Parent;

E. WHEREAS, the board of directors of Obsidian (the “Obsidian Board”) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Obsidian and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and the other actions contemplated by this Agreement, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Obsidian vote to approve Obsidian Merger;

F. WHEREAS, the board of directors of Galera (the “Galera Board”) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Galera and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and the other actions contemplated by this Agreement, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Galera vote to approve the Galera Merger (the “Galera Stockholder Matters”);

G. WHEREAS, the board of directors of Parent (the “Parent Board”) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock to the stockholders of Obsidian and Galera pursuant to the terms of this Agreement (the “Stock Issuance”), and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to (a) approve the Stock Issuance and (b) adopt this Agreement and thereby approve the Contemplated Transactions;

H. WHEREAS, the board of directors of Obsidian Merger Sub (the “Obsidian Merger Sub Board”) and the board of directors of Galera Merger Sub (the “Galera Merger Sub Board”) has each (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of its sole stockholder and Obsidian Merger Sub and Galera Merger Sub, respectively, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of Obsidian Merger Sub and Galera Merger Sub, respectively, adopt this Agreement and thereby approve the Contemplated Transactions;

I. WHEREAS, the sole stockholder of each of Parent, Obsidian Merger Sub and Galera Merger Sub has determined that the Contemplated Transactions, and in the case of Parent, the Stock Issuance, are in the best interest of Parent, Obsidian Merger Sub, and Galera Merger Sub respectively, and each of their respective stockholders, has approved this Agreement and the Contemplated Transactions, and in the case of Parent, the Stock Issuance;

J. WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to Obsidian’s willingness to enter into this Agreement, the stockholders, officers and directors of Galera set forth on Section A of the Galera Disclosure Schedule (solely in their capacity as stockholders of Galera) are executing support agreements in favor of Obsidian in substantially the form attached hereto as Exhibit A (the “Galera Stockholder Support Agreements”), pursuant to which such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of Galera Common Stock in favor of (a) this Agreement and (b) the Annual Meeting Galera Stockholder Vote;

K. WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to Galera’s willingness to enter into this Agreement, the officers, directors and stockholders (together with their Affiliates) of Obsidian set forth on Section A of the Obsidian Disclosure Schedule (solely in their capacity as stockholders of Obsidian) are executing support agreements in favor of Galera in substantially the form attached hereto as Exhibit B (the “Obsidian Stockholder Support Agreements”), pursuant to which such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of Obsidian Capital Stock in favor of this Agreement;

L. WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to Galera’s willingness to enter into this Agreement, the officers and directors of Obsidian set forth on Section C of the Obsidian Disclosure Schedule are executing lock-up agreements in substantially the form attached hereto as Exhibit C (collectively, the “Obsidian Lock-Up Agreements”);

M. WHEREAS, it is expected that promptly after the Registration Statement is declared effective under the Securities Act, the stockholders of Obsidian sufficient to adopt and approve this Agreement and the Mergers as required under Delaware Law and Obsidian’s Organizational Documents will execute and deliver an action by written consent in order to obtain the Required Obsidian Stockholder Approval in substantially the form attached hereto as Exhibit D (each, a “Obsidian Stockholder Written Consent” and collectively, the “Obsidian Stockholder Written Consents”);

N. WHEREAS, it is expected that, prior to the consummation of the Contemplated Transactions, the Galera stockholders shall be requested to approve an amendment to Galera’s Organizational Documents permitting its stockholders to act by written consent, and, if such approval is granted (the “Annual Meeting Galera Stockholder Vote”), promptly after the Registration Statement is declared effective under the Securities Act, the stockholders of Galera sufficient to adopt and approve this Agreement and the Mergers as required under Delaware Law and Galera’s Organizational Documents will, subject to receipt of stockholder approval, execute and deliver an action by written consent in order to obtain the Required Galera Stockholder Approval in substantially the form attached hereto as Exhibit E (each, a “Galera Stockholder Written Consent” and collectively, the “Galera Stockholder Written Consents”);

O. WHEREAS, concurrently with the execution and delivery of this Agreement, certain investors have executed a Securities Purchase Agreement by and among Galera, Parent and the Persons named therein (representing an aggregate commitment no less than the Concurrent PIPE Financing Amount), pursuant to which such Persons will have agreed to purchase the number of shares of Galera Series C Preferred Stock set forth therein immediately prior to the Galera Effective Time in connection with the Concurrent PIPE Financing in substantially the form attached hereto as Exhibit F (the “Securities Purchase Agreement”); and

P. WHEREAS, each of the parties hereto intends that, for United States federal income tax purposes, the Mergers will qualify as (i) a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations, with respect to which each of Obsidian, Obsidian Merger Sub, Galera, Galera Merger Sub and Parent are a “party to a reorganization” under Section 368(b) of the Code, and this Agreement is intended to constitute a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Section 368 of the Code and Treasury Regulations Section 1.368-2(g) or (ii) a tax-deferred exchange governed by Section 351(a) of the Code (the “Intended Tax Treatment”).

AGREEMENT

The Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIVE PROVISIONS

1.1 Definitions.

For purposes of this Agreement (including this Section 1.1):

“2026 Equity Incentive Plan” shall mean an equity incentive plan of Parent in form and substance as agreed to by Obsidian and Galera (such agreement not to be unreasonably withheld, conditioned or delayed by either Party), reserving for issuance a number of shares of Parent Common Stock to be mutually agreed upon by Obsidian and Galera (such agreement not to be unreasonably withheld, conditioned or delayed by either Party).

“2026 ESPP” shall mean an “employee stock purchase plan” of Parent in form and substance as agreed to by Obsidian and Galera (such agreement not to be unreasonably withheld, conditioned or delayed by either Party), reserving for issuance a number of shares of Parent Common Stock to be mutually agreed upon to by Obsidian and Galera (such agreement not to be unreasonably withheld, conditioned or delayed by either Party).

“2026 Plans” shall mean both the 2026 ESPP and the 2026 Equity Incentive Plan.

“Acceptable Confidentiality Agreement” means a confidentiality agreement containing terms not materially less restrictive in the aggregate to the counterparty thereto than the terms of the Confidentiality Agreement, except such confidentiality agreement need not contain any standstill, non-solicitation or no hire provisions.

“Acquisition Inquiry” means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Obsidian, on the one hand, or Galera, on the other hand, to the other Party) that would reasonably be expected to lead to an Acquisition Proposal, other than, as applicable, with respect to the Concurrent PIPE Financing, a Permitted Galera Bridge Financing or a Permitted Obsidian Bridge Financing.

“Acquisition Proposal” means, with respect to any party hereto, any proposal or offer from any Person (other than the other party or any of its Representatives) providing for an Acquisition Transaction (in each case other than in connection with a Permitted Galera Bridge Financing, a Permitted Obsidian Bridge Financing, the Concurrent PIPE Financing, or the exercise or repurchase of existing equity interests).

“Acquisition Transaction” means any transaction or series of related transactions involving (other than, as applicable, conversion of the Galera Series B Preferred Stock and the Concurrent PIPE Financing):

(i)

any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a party is a constituent entity, (ii) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of a party or any of its Subsidiaries or (iii) in which a party or any of its Subsidiaries issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its Subsidiaries; or

(ii)

any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of a party and its Subsidiaries, taken as a whole.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Business Day” means any day other than a day on which banks in the State of New York are authorized or obligated to be closed.

“Cash and Cash Equivalents” means all (i) cash and cash equivalents and (ii) marketable securities, in each case determined in accordance with GAAP.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as set forth in Section 4980B of the Code and Part 6 of Title I of ERISA.

“Concurrent PIPE Financing” means the issuance and sale of shares of Galera Series C Preferred Stock in a private placement to be consummated immediately prior to the Galera Effective Time pursuant to the Securities Purchase Agreement.

“Concurrent PIPE Financing Amount” means $350,000,000; provided, however, that if any Permitted Obsidian Bridge Financing is consummated prior to the Closing, the Concurrent PIPE Financing Amount shall be reduced, on a dollar-for-dollar basis, by the aggregate principal amount of all Permitted Obsidian Bridge Financing Agreements as of immediately prior to the Galera Effective Time (the “Aggregate Obsidian Bridge Amount”).

“Confidentiality Agreement” means the Nondisclosure Agreement, dated as of March 6, 2026, by and between Obsidian and Galera.

“Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

“Contemplated Transactions” means the Mergers and the other transactions contemplated by this Agreement, including the CVR Agreement and the Concurrent PIPE Financing.

“Contract” means, with respect to any Person, any written agreement, contract, subcontract, lease (whether for real or personal property), mortgage, license, or other legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets are bound or affected under applicable Law.

“Delaware Law” means the General Corporation Law of the State of Delaware.

“Effect” means any effect, change, event, circumstance, or development.

“Employee Plan” means (i) each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA; (ii) any other plan, program, policy, agreement or arrangement providing for stock options, stock purchases, restricted stock, restricted stock units, phantom equity, other equity or equity-based incentives, bonuses, commissions, severance, retention, deferred compensation, change in control, transaction, supplemental income, vacation, retirement, pension, profit-sharing, post-retirement health and welfare, disability, fringe benefit, sick, vacation or paid time-off, life insurance, perquisites, medical, dental, vision, employee assistance, health savings accounts, flexible spending accounts, Section 125 “cafeteria”, or similar benefits; and (iii) all other plans, programs, policies, agreements or arrangements (whether written or unwritten) providing compensation or benefits to any current or former employee, officer, director, individual independent contractor and other non-employee service provider.

“Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, lease, license, option, easement, reservation, servitude, adverse title, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction or encumbrance of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Enforceability Exceptions” means the (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

“Entity” means any corporation (including any nonprofit corporation), partnership (including any general partnership, limited partnership or limited liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity, and each of its successors.

“Environmental Law” means any federal, state, local or foreign Law relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any Entity, any other Person that would be treated as a single employer with such Entity, part of the same “controlled group” as such Entity or under common control with such Entity under Sections 414(b),(c),(m) or (o) of the Code or 4001(b)(1) of ERISA, as applicable.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means United States generally accepted accounting principles.

“Galera Associate” means any current or former employee, officer, director, independent contractor or other non-employee service provider of Galera or any of its Subsidiaries.

“Galera Balance Sheet” means the audited balance sheet of Galera for the years ended December 31, 2024 and December 31, 2025.

“Galera Capitalization Representations” means the representations and warranties of Galera set forth in Sections 4.6(a) and 4.6(d).

“Galera Contract” means any Contract: (i) to which Galera is a party, (ii) by which Galera or any Galera IP Rights or any other asset of Galera is or may become bound or under which Galera has, or may become subject to, any obligation or (iii) under which Galera has or may acquire any right or interest.

“Galera Covered Person” means, with respect to Galera as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

“Galera Employee Plan” means any Employee Plan that Galera or any of its Subsidiaries (i) sponsors, maintains, administers, or contributes to, or (ii) provides benefits under or through, or (iii) has any obligation to contribute to or provide benefits under or through, or (iv) may reasonably be expected to have any Liability with respect to (including on account of an ERISA Affiliate), or (v) utilizes to provide benefits to or otherwise cover any Galera Associate.

“Galera Equity Plans” means the Galera 2012 Equity Incentive Plan, as amended from time to time and the Galera 2019 Incentive Award Plan, as amended from time to time.

“Galera ESPP” means the Galera 2019 Employee Stock Purchase Plan, as amended from time to time.

“Galera Exchange Ratio” means the quotient (rounded to four decimal places) obtained by dividing (i) the number of Galera Merger Shares by (ii) the number of Galera Outstanding Shares.

“Galera Exchangeable Warrants” means those certain warrants to purchase stock, dated as of February 17, 2023, by and between Galera and the holders party thereto.

“Galera Fundamental Representations” means the representations and warranties of Galera set forth in Sections 4.1(a), 4.1(b), 4.2, 4.3, 4.4, 4.17 and 4.22.

“Galera IP Rights” means all Intellectual Property rights that are (i) owned or purported to be owned, whether wholly or jointly with others, or controlled by Galera or any of its Subsidiaries (“Galera Owned IP Rights”), or (ii) licensed or sublicensed to Galera or any of its Subsidiaries (“Galera Licensed IP Rights”).

“Galera IP Rights Agreement” means any Contract governing, related or pertaining to any Galera IP Rights other than any confidential information provided under confidentiality agreements.

“Galera ITM Option” means each Galera Option that is outstanding as of immediately prior to the Galera Effective Time with a per share exercise price less than the closing trading price of a share of Galera Common Stock on the last full trading day on which the Galera Common Stock is traded prior to the date on which the Galera Effective Time occurs.

“Galera Material Adverse Effect” means any Effect that, considered together with all other Effects that have occurred prior to the date of determination of the occurrence of a Galera Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Galera or its Subsidiaries, taken as a whole; provided, however, that Effects arising or resulting from the following, alone or in combination, shall not be taken into account in determining whether there has been a Galera Material Adverse Effect: (i) the announcement of this Agreement, the pendency or the consummation of the Contemplated Transactions, including any adverse change in customer, supplier, governmental, landlord, employee or similar relationships resulting therefrom or with respect thereto (other than, in the case of this clause (i), for purposes of Section 1.1(a), Section 6.4, or Section 6.5), (ii) the taking of any action, or the failure to take any action, by Galera that is expressly required under the terms of this Agreement, (iii) any natural disaster or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world or any governmental or other response or reaction to any of the foregoing, (iv) any change in, or any compliance with, GAAP or applicable Law or the interpretation thereof (provided that, this clause (iv) does not exclude any Effect resulting from any underlying noncompliance with GAAP or applicable Law), (v) general economic, financial and capital markets, political conditions or conditions, including any instability in the banking sector, including the failure or placement into receivership of any financial institution, in each case generally affecting the industries in which Galera and its Subsidiaries operate, (vi) any change in the stock price or trading volume of Galera Common Stock, (vii) any change in the cash position of Galera and its Subsidiaries which results from operations in the Ordinary Course of Business, or (viii) any failure of Galera to meet any projections, business plans or forecasts (provided that, this clause (x) shall not prevent a determination that any change or effect underlying such failure to meet projections, business plans or forecasts has resulted in a Galera Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Galera Material Adverse Effect)); except in each case with respect to clauses (iii), (iv) and (v), to the extent disproportionately affecting Galera and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Galera and its Subsidiaries operate.

“Galera Net Cash” means without duplication, and in the case of any deductions, to the extent unpaid by Galera or any of its Subsidiaries immediately prior to the Galera Effective Time, (i) Galera’s Cash and Cash Equivalents determined, to the extent in accordance with GAAP, in a manner consistent with the manner in which such items were historically determined and in accordance with the financial statements (including any related notes) contained or incorporated by reference in the Galera Balance Sheet, plus (ii) any receivables paid or payable with respect to the period ending immediately prior to the Galera Effective Time; minus (iii) fees and expenses of Galera incurred in connection with the Mergers and the CVR Agreement, including for the avoidance of doubt, Transaction Expenses of Galera to the extent unpaid as of the Closing, minus (iv) any and all Liabilities of Galera (A) to any Galera Associate for change in control or transaction bonuses, retention bonuses, severance or similar compensatory payments or benefits

that are due and payable as a result of the completion of the Contemplated Transactions (in each case, including the employer portion of any payroll or similar Taxes payable with respect thereto), (B) with respect to defined contribution Liabilities post-retirement health and welfare benefit, accrued but unpaid bonuses, severance and vacation or paid time off (in each case, including the employer portion of any payroll or similar Taxes payable with respect thereto), (C) with respect to accounts payable, accruals and other current liabilities, (D) with respect to contractual commitments for future payments, whether absolute, contingent or otherwise, in connection with the termination of the Galera Real Estate Leases and (E) with respect to contractual commitments for future payments, whether absolute, contingent or otherwise, in connection with the termination of any Intellectual Property licensing agreements, less the amounts of any applicable deposits, plus (v) all prepaid expenses set forth on Section 1.1(a)(i) of the Galera Disclosure Schedule, minus (vi) the aggregate costs for obtaining the D&O tail insurance policy under Section 7.6(d), minus (vii) the mutually agreed estimated settlement amounts for any Transaction Litigation existing as of the Closing, provided that in no event shall such amounts to be deducted from “Galera Net Cash” exceed $500,000 in the aggregate, minus (viii) 50% of all fees and expenses incurred by Obsidian associated with the filing, printing and mailing of the Registration Statement and the Galera Information Statement, financial printer and EDGARization expenses associated with SEC filings relating to the Contemplated Transactions and other SEC filing and registration fees (excluding any fees and expenses of legal counsel, financial advisors and accountants), to the extent all such fees are paid by Obsidian, plus (ix) 50% of all fees and expenses incurred by Galera associated with the filing, printing and mailing of the Registration Statement and the Galera Information Statement and other EDGARization expenses associated with SEC filings relating to the Contemplated Transactions (excluding any fees and expenses of legal counsel, financial advisors and accountants), to the extent all such fees are paid by Galera, and plus (x) all Nasdaq fees associated with the Nasdaq Listing Application, to the extent all such fees are paid by Galera. For avoidance of doubt, (1) the Cash and Cash Equivalents received in the Concurrent PIPE Financing will be excluded from the calculation of Galera Net Cash, (2) (3) to the extent Galera has agreed that any amounts in the definition of Galera Net Cash shall be borne by a third party, including pursuant to existing Contractual arrangements, such amounts shall not be deducted from the calculation of Galera Net Cash, and (4) any Permitted Galera Bridge Financing shall not cause the Galera Net Cash to exceed $1,800,000.

“Galera Option” means each option to purchase shares of Galera Common Stock granted by Galera, including, without limitation, under the Galera Equity Plans, but, for the avoidance of doubt, excluding the Galera ESPP.

“Galera Outstanding Shares” means, subject to Section 2.6(i), the total number of shares of Galera Common Stock outstanding immediately prior to the Galera Effective Time expressed on a fully-diluted basis (after giving effect to the Galera Preferred Stock Conversion (subject to the proviso at the end of this definition) and the Galera Pre-Funded Warrant Exercise) and assuming, without limitation or duplication, (A) the issuance of shares of Galera Common Stock as a result of the next exercise of all Galera ITM Options immediately prior to the Galera Effective Time, (B) the issuance of shares of Galera Common Stock in respect of Galera Exchangeable Warrants that will be outstanding as of immediately prior to the Galera Effective Time and (C) the exclusion of shares of Galera Common Stock held by Galera as treasury stock or owned by Obsidian or any of its Subsidiaries or any Subsidiary of Galera immediately prior to the Galera Effective Time; provided, that such shares of Galera Common Stock shall be increased by the amount of shares of

Galera Common Stock issued or underlying any securities of Galera issued in any Permitted Galera Bridge Financing; provided, however, that any shares of Galera Common Stock issued as a result of the conversion of Galera Series C Preferred Stock issued in the Concurrent PIPE Financing will not be included for the purpose of calculating the number of Galera Outstanding Shares.

“Galera Pre-Funded Warrants” means those certain pre-funded common stock purchase warrants, by and between Galera and the holders party thereto.

“Galera Preferred Stock” means, collectively, the Galera Series A Preferred Stock, Galera Series B Preferred Stock and the Galera Series C Preferred Stock.

“Galera Registered IP” means all Galera IP Rights that are registered, filed or issued under the authority of, with or by any Governmental Authority, including all Patents, registered copyrights and registered trademarks and all applications for any of the foregoing.

“Galera Reverse Stock Split” means, subject to the approval by the Galera stockholders of an amendment to the Organizational Documents of the Galera authorizing the same, a reverse stock split of Galera Common Stock with a split ratio between 1:75 and 1:125 (the “Galera Reverse Stock Split Proposal”) as may be effected by Galera upon a determination by the Galera Board no later than ten (10) calendar days following the Annual Meeting of the Stockholders of Galera; provided, that, if Galera submits the Galera Reverse Stock Split Proposal at a Galera Stockholder Meeting in accordance to Section 7.14, such reverse stock split shall be effected no later than ten (10) calendar days following the Galera Stockholder Meeting.

“Galera Series A Preferred Stock” means Galera’s junior participating preferred stock, par value $0.001 per share, with the rights, preferences, powers and privileges thereof specified in the Galera Organizational Documents.

“Galera Series B Preferred Stock” means Galera’s non-voting convertible preferred stock, par value $0.001 per share, with the rights, preferences, powers and privileges specified in the Galera Organizational Documents.

“Galera Series C Preferred Stock” means Galera’s non-voting convertible preferred stock, par value $0.001 per share, to be issued to the purchasers in the Concurrent PIPE Financing, with the rights, preferences, powers and privileges thereof to be specified in certificate of designation of preferences, rights and limitations to be filed with the Secretary of State of the State of Delaware in accordance with Delaware Law.

“Galera Terminable Warrants” means those certain warrants to purchase common stock, dated as of May 11, 2020, by and between Galera and the holders party thereto.

“Galera Triggering Event” shall be deemed to have occurred if: (i) Galera shall have failed to include in the Galera Information Statement the Galera Board Recommendation, (ii) the Galera Board or any committee thereof shall have made a Galera Board Adverse Recommendation Change or approved, endorsed or recommended any Acquisition Proposal (other than with Obsidian), (iii) Galera shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to Section 6.5) or (iv) the Galera Board or any committee thereof shall have failed to recommend against any Acquisition Proposal that is a tender offer or exchange offer within 10 Business Days after the commencement thereof.

“Galera Warrants” means, collectively, the Galera Exchangeable Warrants, the Galera Pre-Funded Warrants and the Galera Terminable Warrants.

“Governmental Authority” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (ii) federal, state, local, municipal, foreign, supra-national or other government or institution, (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any taxing authority) or (iv) self-regulatory organization (including Nasdaq).

“Governmental Authorization” means any: permit, license, certificate, franchise, permission, variance, exception, order, approval, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“Hazardous Materials” means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Law, including without limitation, crude oil or any fraction thereof, and petroleum products or by-products.

“Intellectual Property” means any and all intellectual property and similar proprietary rights of any kind or nature, whether protected, created or arising under any Law, throughout the world, including any and all state, United States, international and/or foreign or other territorial or regional rights in, arising out of or associated with any of the following: (i) United States, foreign and international patents, patent applications, including all provisional applications, non-provisional applications, substitutions, divisionals, continuations, continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, reexaminations, term extensions, confirmations, certificates of invention and the equivalents of any of the foregoing, statutory invention registrations, invention disclosures and inventions (collectively, “Patents”), (ii) trademarks, service marks, trade names, domain names, corporate names, brand names, URLs or other names and locators associated with the internet, trade dress, logos and other source identifiers, including registrations and applications for registration thereof and goodwill associated therewith and symbolized thereby, (iii) works of authorship (whether or not copyrightable) and all copyrights, copyrightable works, derivative works, including registrations and applications for registration thereof, and all renewals, extensions, restorations or reversions of the foregoing, including all rights of authorship, use, publication, publicity, reproduction, distribution, income, performance and transformation, (iv) software, including all source code, object code, firmware, development tools files, records and data, all media on which any of the foregoing is recorded, and all related documentation, (v) all inventions, invention disclosures, improvements, formulae, customer lists, trade secrets (including those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory and common Law), know-how (including recipes, specifications, formulae, manufacturing and other processes, operating procedures, methods,

techniques and all research and development information), technology, technical data, databases, data collections, confidential information and other proprietary rights and intellectual property, whether patentable or not, and all documentation relating to any of the foregoing, (vi) registrations, applications, extensions, restorations and renewals of any of the foregoing in any jurisdiction, (vii) all United States and foreign rights arising under or associated with any of the foregoing, (viii) all rights to sue or recover and retain damages and costs and attorneys’ fees for the past, present or future infringement, dilution, misappropriation, or other violation of any of the foregoing anywhere in the world and (ix) all other rights similar or pertaining to, or tangible embodiments of, any of the foregoing in any country worldwide.

“IRS” means the United States Internal Revenue Service.

“Key Employee” means, with respect to any Person, (i) an executive officer of such Person; and (ii) any employee of such Person, that reports directly to the chief executive officer of such Person.

“Knowledge” means, with respect to an individual, that such individual is actually aware of the relevant fact or such individual would reasonably be expected to know such fact in the ordinary course of the performance of such individual’s employment responsibilities. Any Person that is an Entity shall have Knowledge if any executive officer or director of such Person as of the date such knowledge is imputed has or should reasonably be expected to have Knowledge of such fact or other matter. With respect to any matters relating to Intellectual Property, such awareness or reasonable expectation to have knowledge does not require any such individual to conduct or have conducted or obtain or have obtained any freedom to operate opinions of counsel or any Intellectual Property rights clearance searches.

“Law” means any federal, state, national, supra-national, foreign, local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (including under the authority of Nasdaq or the Financial Industry Regulatory Authority).

“Legal Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.

“Merger Shares” means the sum determined by adding (i) the Obsidian Merger Shares plus (ii) the Galera Merger Shares, plus the Concurrent PIPE Financing Merger Shares, in which:

(i)

“Aggregate Valuation” means the sum of (A) the Obsidian Equity Value, plus (B) the Galera Valuation, plus (C) the Concurrent PIPE Financing Proceeds.

(ii)

“Concurrent PIPE Financing Allocation Percentage” means the quotient (rounded to four decimal places) determined by dividing (i) the Concurrent PIPE Financing Proceeds by (ii) the Aggregate Valuation.

(iii)

“Concurrent PIPE Financing Merger Shares” means, the product determined by multiplying (i) the Post-Closing Parent Shares by (ii) the Concurrent PIPE Financing Allocation Percentage.

(iv)

“Concurrent PIPE Financing Proceeds” means the proceeds resulting from the Concurrent PIPE Financing, provided, however, that such proceeds shall be reduced on a dollar-for-dollar basis to the extent actually paid in any Permitted Obsidian Bridge Financing.

(v)

“Galera Allocation Percentage” means the quotient (rounded to four decimal places) determined by dividing (A) the Galera Valuation by (B) the Aggregate Valuation.

(vi)

“Galera Equity Value” means $13,800,000.

(vii)

“Galera Merger Shares” the product determined by multiplying (i) the Post-Closing Parent Shares by (ii) the Galera Allocation Percentage.

(viii)

“Galera Target Net Cash” means $1,800,000.

(ix)

“Galera Valuation” means the Galera Equity Value; provided, that if the Final Galera Net Cash is above or below the Galera Target Net Cash, then the Galera Valuation will be adjusted (up or down, as applicable) on a dollar-for-dollar basis by the difference of (i) the Final Galera Net Cash and (ii) the Galera Target Net Cash; provided, further, that in no event shall any Permitted Galera Bridge Financing cause the Final Galera Net Cash to be greater than $1,800,000.

(x)

“Obsidian Allocation Percentage” means the quotient (rounded to four decimal places) determined by dividing (A) the Obsidian Equity Value by (B) the Aggregate Valuation.

(xi)

“Obsidian Equity Value” means $413,500,000.

(xii)

“Obsidian Merger Shares” means the product determined by multiplying (i) the Post-Closing Parent Shares by (ii) the Obsidian Allocation Percentage.

(xiii)

“Post-Closing Parent Shares” mean the total number of shares of Parent Common Stock outstanding immediately after the Obsidian Effective Time and the Galera Effective Time expressed on a fully-diluted basis, subject to the assumptions set forth on Section 1.1(a)(ii) of the Obsidian Disclosure Schedule.

For the avoidance of doubt, the Concurrent PIPE Financing Proceeds shall not be included in the calculation or determination of the Galera Valuation or any component thereof. Set forth on Section 1.1(a)(ii) on the Obsidian Disclosure Schedule is an illustrative example of the calculation of the Merger Shares.

“Multiemployer Plan” means a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA.

“Multiple Employer Plan” means a “multiple employer plan” as described in Section 413(c) of ERISA.

“Multiple Employer Welfare Arrangement” means a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

“Nasdaq” means The Nasdaq Stock Market, which, for the avoidance of doubt, does not include the OTC Market Group, Inc.

“Obsidian Associate” means any current or former employee, officer, director, independent contractor or other non-employee service provider of Obsidian or any of its Subsidiaries.

“Obsidian Balance Sheet” means the audited balance sheet of Obsidian for the years ended December 31, 2024 and December 31, 2025.

“Obsidian Capital Stock” means Obsidian Common Stock and Obsidian Preferred Stock.

“Obsidian Capitalization Representations” means the representations and warranties of Obsidian set forth in Sections 3.6(a) and 3.6(d).

“Obsidian Common Stock” means the common stock, $0.0001 par value per share, of Obsidian.

“Obsidian Contract” means any Contract: (i) to which Obsidian or any of its Subsidiaries is a Party, (ii) by which Obsidian or any of its Subsidiaries, or any Obsidian IP Rights or any other asset of Obsidian, is or may become bound or under which Obsidian or any of its Subsidiaries has, or may become subject to, any obligation or (iii) under which Obsidian or any of its Subsidiaries has or may acquire any right or interest.

“Obsidian Convertible Notes” means any cash convertible notes as may be issued in connection with the Permitted Obsidian Bridge Financing.

“Obsidian Employee Plan” means any Employee Plan that Obsidian or any of its Subsidiaries (i) sponsors, maintains, administers, or contributes to, or (ii) provides benefits under or through, or (iii) has any obligation to contribute to or provide benefits under or through, or (iv) may reasonably be expected to have any Liability with respect to (including on account of an ERISA Affiliate), or (v) utilizes to provide benefits to or otherwise cover any Obsidian Associate (or their spouses, dependents, or beneficiaries).

“Obsidian Equity Plan” means the Obsidian 2016 Stock Option Plan and Grant Plan, as amended from time to time.

“Obsidian Exchange Ratio” means the quotient (rounded to four decimal places) obtained by dividing (i) the number of Obsidian Merger Shares by (ii) the number of Obsidian Outstanding Shares.

“Obsidian Fundamental Representations” means the representations and warranties of Obsidian set forth in Sections 3.1(a), 3.1(b), 3.2, 3.3, 3.4, 3.16 and 3.20.

“Obsidian IP Rights” means all Intellectual Property rights that are (i) owned or purported to be owned, whether wholly or jointly with others, or controlled by Obsidian or any of its Subsidiaries (“Obsidian Owned IP Rights”), or (ii) licensed or sublicensed by Obsidian or any of its Subsidiaries (“Obsidian Licensed IP Rights”).

“Obsidian IP Rights Agreement” means any Contract governing, related to or pertaining to any Obsidian IP Rights other than any confidential information provided under confidentiality agreements.

“Obsidian Material Adverse Effect” means any Effect that, considered together with all other Effects that have occurred prior to the date of determination of the occurrence of an Obsidian Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Obsidian or its Subsidiaries, taken as a whole; provided, however, that Effects arising or resulting from the following, alone or in combination, shall not be taken into account in determining whether there has been an Obsidian Material Adverse Effect: (i) the announcement of this Agreement, the pendency or the consummation of the Contemplated Transactions, including any adverse change in customer, supplier, governmental, landlord, employee or similar relationships resulting therefrom or with respect thereto, (ii) the taking of any action, or the failure to take any action, by Obsidian that is expressly required to be taken or not taken under the terms and conditions of this Agreement, (iii) any natural disaster or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world or any governmental or other response or reaction to any of the foregoing, (iv) any change in, or any compliance with GAAP or applicable Law or the interpretation thereof (provided that, this clause (iv) does not exclude any Effect resulting from any underlying noncompliance with GAAP or applicable Law), (v) general economic, financial and capital markets, political conditions or conditions, including any instability in the banking sector, including the failure or placement into receivership of any financial institution, in each case generally affecting the industries in which Obsidian and its Subsidiaries operate or any changes in the conditions thereof, (vi) any change in the cash position of Obsidian and its Subsidiaries which results from operations in the Ordinary Course of Business, or (vii) any failure of Obsidian to meet any projections, business plans or forecasts (provided that, this clause (vii) shall not prevent a determination that any change or effect underlying such failure to meet projections, business plans or forecasts has resulted in an Obsidian Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Obsidian Material Adverse Effect)); except in each case with respect to clauses (iii), (iv) and (v), to the extent disproportionately affecting Obsidian and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Obsidian and its Subsidiaries operate.

“Obsidian Option” means each option to purchase shares of Obsidian Common Stock granted by Obsidian including, without limitation, under the Obsidian Equity Plan.

“Obsidian Outstanding Shares” means, the total number of shares of Obsidian Common Stock outstanding immediately prior to the Obsidian Effective Time (after giving effect to the Obsidian Preferred Stock Conversion and the conversion of the Obsidian Convertible Notes) expressed on a fully-diluted and as-converted to Obsidian Common Stock on a “treasury method” basis and

assuming, without limitation or duplication, the issuance of all shares of Obsidian Common Stock that would be issued assuming the acceleration and exercise and conversion of all Obsidian Options outstanding as of immediately prior to the Obsidian Effective Time (including shares of Obsidian Common Stock underlying Obsidian Options that will not be accelerated or exercised immediately prior to the Obsidian Effective Time) and the issuance of shares of Obsidian Common Stock that would be issued assuming the exercise of the PacWest Warrant of immediately prior to the Obsidian Effective Time; provided, that such shares of Obsidian Common Stock shall be increased by the amount of shares of Obsidian Common Stock underlying any Obsidian Convertible Notes issued in any Permitted Obsidian Bridge Financing.

“Obsidian Preferred Stock” means, collectively, the Obsidian Series A-1 Preferred Stock, Obsidian Series A-2 Preferred Stock, Obsidian Series A-3 Preferred Stock, Obsidian Series B Preferred Stock and Obsidian Series C Preferred Stock.

“Obsidian Registered IP” means all Obsidian IP Rights that are registered, filed, issued or otherwise granted under the authority of, with or by any Governmental Authority, including all Patents, registered copyrights and registered trademarks and all applications and registrations for any of the foregoing.

“Obsidian Series A-1 Preferred Stock” means the preferred stock, $0.0001 par value per share, of Obsidian, designated as Series A-1 Preferred Stock.

“Obsidian Series A-2 Preferred Stock” means the preferred stock, $0.0001 par value per share, of Obsidian, designated as Series A-2 Preferred Stock.

“Obsidian Series A-3 Preferred Stock” means the preferred stock, $0.0001 par value per share, of Obsidian, designated as Series A-3 Preferred Stock.

“Obsidian Series B Preferred Stock” means the preferred stock, $0.0001 par value per share, of Obsidian, designated as Series B Preferred Stock.

“Obsidian Series C Preferred Stock” means the preferred stock, $0.0001 par value per share, of Obsidian, designated as Series C Preferred Stock.

“Obsidian Triggering Event” shall be deemed to have occurred if: (i) Obsidian Board or any committee thereof shall have approved, endorsed or recommended any Acquisition Proposal or (ii) Obsidian shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement).

“Order” means any judgment, order, writ, injunction, ruling, decision or decree of (that is binding on a Party), or any plea agreement, corporate integrity agreement, resolution agreement, or deferred prosecution agreement with, or any settlement under the jurisdiction of, any court or Governmental Authority.

“Ordinary Course of Business” means, in the case of each of Obsidian and Galera, such actions taken in the ordinary course of its normal operations and consistent with its past practices.

“Organizational Documents” means, with respect to any Person (other than an individual), (i) the certificate or articles of association, formation, incorporation or organization or limited partnership, and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (ii) all bylaws, regulations and similar documents or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

“Parent Common Stock” means the common stock, $0.001 par value per share, of Parent.

“Party” or “Parties” means Obsidian, Obsidian Merger Sub, Galera, Galera Merger Sub and Parent.

“Permitted Galera Bridge Financing” means a financing of an amount of up to $1,800,000 to fund Galera’s operations during the Pre-Closing Period.

“Permitted Galera Bridge Financing Agreement” means a Contract executed by Galera pursuant to which the counterparty has agreed to provide financing to Galera during the Pre-Closing Period to provide for the Permitted Galera Bridge Financing.

“Permitted Obsidian Bridge Financing” means a financing to fund Obsidian’s operations during the Pre-Closing Period to be provided by Obsidian’s stockholders.

“Permitted Obsidian Bridge Financing Agreement” means a Contract executed by Obsidian pursuant to which the counterparty has agreed to purchase for cash convertible notes during the Pre-Closing Period to provide for the Permitted Obsidian Bridge Financing.

“Permitted Encumbrance” means (i) any statutory liens for current Taxes not yet due and payable or for Taxes that are being contested in good faith and for which adequate reserves have been made on the Obsidian Balance Sheet or the Galera Balance Sheet, as applicable, in accordance with GAAP, (ii) minor liens that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Obsidian or Galera, as applicable, (iii) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (iv) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Law, (v) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies,(vi) liens arising under applicable securities Law, and (vii) non-exclusive licenses of Intellectual Property granted by Galera or Obsidian, as applicable, in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value of the Intellectual Property Rights subject thereto.

“Person” means any individual, Entity or Governmental Authority.

“Personal Information” means (i) data and information concerning an identifiable natural person, or (ii) any information that is regulated or protected by one or more Privacy Laws.

“Privacy Laws” mean Laws relating to privacy, security and/or collection, use or other processing of Personal Information.

“Representatives” means, with respect to any Person, such Person’s directors, officers, employees, agents, attorneys, accountants, investment bankers, advisors and representatives.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

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

“Specified Stockholders” means the Galera stockholders party to the Galera Stockholder Support Agreements.

“Subsidiary” means, with respect to a Person, an Entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“Superior Offer” means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes) that: (i) was not obtained or made as a direct or indirect result of a breach of (or in violation of) this Agreement and (ii) is on terms and conditions that the Obsidian Board or the Galera Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing terms and any termination or break-up fees and conditions to consummation thereof), as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and following consultation with its outside legal counsel and financial advisors, if any, are more favorable, from a financial point of view, to Obsidian’s stockholders or Galera’s stockholders, as applicable, than the terms of the Contemplated Transactions and is not subject to any financing conditions (and if financing is required, such financing is then fully committed to the third party).

“Tax” means (i) any U.S. federal, state or local or non-U.S. tax, including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax, imputed underpayment amount, payroll tax, customs duty, escheat, unclaimed property, alternative or add-on minimum or other tax or similar charge (whether imposed directly or through withholding and whether or not disputed), and including any fine, penalty, addition to tax, interest or additional amount imposed by a Governmental Authority with respect thereto (or attributable to the nonpayment thereof) and (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee or successor liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, pursuant to a Contract, through operation of Law or otherwise.

“Tax Return” means any return (including any information return), report, statement, declaration, claim or refund, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed or required to be filed with any Governmental Authority (or provided to a payee) in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

“Transaction Expenses” means, with respect to Galera, the aggregate amount (without duplication) of all costs, fees, Taxes and expenses incurred by Galera and its Subsidiaries, or for which Galera and any of its Subsidiaries are or may become liable in connection with the Mergers and the CVR Agreement and the negotiation, preparation and execution of this Agreement or any other agreement, document, instrument, filing, certificate, schedule, exhibit, letter or other document prepared or executed in connection with the Mergers and the CVR Agreement, including (i) any fees and expenses of legal counsel, accountants, payable to financial advisors, investment bankers, brokers, consultants, tax advisors, transfer agents, proxy solicitor and other advisors of Galera; (ii) the CVR Fees (to the extent actually accrued as of the Galera Effective Time); and (iii) any Taxes actually incurred by Galera with respect to the payment of any other item listed in this definition of Transaction Expenses; provided, however, that Transaction Expenses shall specifically exclude (A) any fees and expenses in respect of the Concurrent PIPE Financing, and (B) all Nasdaq fees associated with the Nasdaq Listing Application, in each case of clauses (A) and (B) which shall be payable Obsidian and its Subsidiaries.

“Treasury Regulations” means the United States Treasury regulations promulgated under the Code.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar law.

(i)

Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
Accounting Firm		2.11(e)
Agreement		Preamble
Allocation Certificate		7.13
Annual Meeting Galera Stockholder Vote		Recitals
Anticipated Closing Date		2.11(a)
Assumed Obsidian Option		2.5(g)
Cash Determination Time		2.11(a)
Capitalization Date		4.6(a)
Closing		2.3
Closing Date		2.3
Code		Recitals
Costs		7.6(a)
Current Offering Period		6.9
CVR		2.6(i)
CVR Agreement		2.6(i)
D&O Indemnified Parties		7.6(a)
D&O tail policy		7.6(d)
Delivery Date		2.11(a)
Dispute Notice		2.11(b)


Term		Section
Disqualifying Event		4.23
Dissenting Shares		2.14
Drug Regulatory Agency		3.14(a)
Exchange Agent		2.9(a)
FDA		3.14(a)
FDCA		3.14(a)
Final Galera Net Cash		2.11(c)
Form S-4		7.1(a)
Galera		Preamble
Galera 401(k) Plan		7.18
Galera Authorized Common Stock Increase		4.6(a)
Galera Board		Recitals
Galera Board Adverse Recommendation Change		7.3(b)
Galera Board Recommendation		7.3(b)
Galera Certificate of Merger		2.2
Galera Certifications		4.7(a)
Galera Closing Certificate		8.2(d)
Galera Common Stock		4.6(a)
Galera Contingent Worker		4.18(b)
Galera Disclosure Schedule		Article IV
Galera Effective Time		2.2
Galera Information Statement		7.1(a)
Galera Intervening Event		7.3(c)
Galera IT Systems		4.24(b)
Galera Material Contract		4.13(a)
Galera Merger		Recitals
Galera Merger Sub		Preamble
Galera Merger Sub Board		Recitals
Galera Merger Surviving Corporation		2.2
Galera Net Cash Calculation		2.11(a)
Galera Net Cash Schedule		2.11(a)
Galera Notice Period		7.3(c)
Galera Owned IP Rights		4.12(e)
Galera Permits		4.15(b)
Galera Pre-Funded Warrant Exercise		2.6(a)
Galera Preferred Stock Conversion		2.6(b)
Galera Privacy Policies		4.24(a)
Galera Product Candidates		4.15(d)
Galera Regulatory Permits		4.15(d)
Galera Real Estate Leases		4.11
Galera SEC Documents		4.7(a)
Galera Stockholder Matters		Recitals
Galera Stockholder Support Agreement		Recitals
Galera Stockholder Written Consents		Recitals
Galera Termination Fee		10.3(b)


Term		Section
Intended Tax Treatment		Recitals
Liability		3.9
Mergers		Recitals
Nasdaq Listing Application		7.8
Net Galera Option Shares		2.6(i)
Obsidian		Preamble
Obsidian Board		Recitals
Obsidian Board Adverse Recommendation Change		7.2(b)
Obsidian Board Recommendation		7.2(b)
Obsidian Certificate of Merger		2.1
Obsidian Closing Certificate		8.3(d)
Obsidian Contingent Worker		3.17(b)
Obsidian Disclosure Schedule		Article III
Obsidian Effective Time		2.1
Obsidian Financial Statements		3.7(a)
Obsidian Intervening Event		7.2(c)
Obsidian IT Systems		3.22(b)
Obsidian Lock-Up Agreements		Recitals
Obsidian Material Contract		3.13(a)
Obsidian Merger		Recitals
Obsidian Merger Sub		Preamble
Obsidian Merger Sub Board		Recitals
Obsidian Merger Surviving Corporation		2.1
Obsidian Notice Period		7.2(c)
Obsidian Owned IP Rights		3.12(e)
Obsidian Permits		3.14(b)
Obsidian Preferred Stock Conversion		2.5(a)
Obsidian Product Candidates		3.14(d)
Obsidian Real Estate Leases		3.11
Obsidian Regulatory Permits		3.14(d)
Obsidian Stockholder Support Agreement		Recitals
Obsidian Stockholder Written Consents		Recitals
Obsidian Termination Fee		10.3(b)
Ordinary Course Agreement		3.16(f)
Outside Date		10.1(b)
PacWest Warrant		2.5(h)
Parent		Preamble
Parent Board		Recitals
PCAOB		3.7(e)
PCAOB Auditor		3.7(e)
Permitted Alternative Agreement		10.1(j)
PHSA		3.14(a)
Pre-Closing Distribution		2.6(i)
Pre-Closing Period		6.1(a)
Registration Statement		7.1(a)


Term		Section
Required Galera Stockholder Approval		4.4
Required Obsidian Stockholder Approval		3.4
Response Date		2.11(b)
Rights Agent		2.6(h)
Securities Purchase Agreement		Recitals
Stock Issuance		Recitals
Termination Fee		10.3(b)
Transaction Litigation		7.4(c)
Transaction Litigation Party		7.4(c)
Transfer Taxes		7.7(a)
Warrant Holder		2.5(h)
Withholding Agent		2.13

1.2 Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections, Exhibits and Schedules are to Sections, Exhibits and Schedules of this Agreement unless otherwise specified. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine gender. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the Eastern time zone of the United States. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. The Parties agree that the Obsidian Disclosure Schedule or the Galera Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered

sections and subsections contained in Article III or Article IV respectively. The disclosures in any section or subsection of the Obsidian Disclosure Schedule or the Galera Disclosure Schedule shall qualify other sections and subsections in Article III or Article IV respectively, to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The words “delivered” or “made available” mean, with respect to any documentation, that prior to 5:00 p.m. (New York City time) on the date that is the day prior to the date of this Agreement, a copy of such material has been posted to and made available by a Party to the other Party and its Representatives in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions. The inclusion of any information in the Obsidian Disclosure Schedule or Galera Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in an Obsidian Material Adverse Effect or Galera Material Adverse Effect, as the case may be, or is outside the Ordinary Course of Business.

ARTICLE II

THE MERGER

2.1 The Obsidian Merger. Upon the terms and subject to the conditions set forth in this Agreement and subject to the applicable provisions of Delaware Law, at the Closing, Parent and Obsidian shall cause Obsidian Merger Sub to be merged with and into Obsidian, whereupon the separate existence of Obsidian Merger Sub shall cease and Obsidian shall continue as the surviving corporation of the Obsidian Merger and as a wholly owned Subsidiary of Parent (the “Obsidian Merger Surviving Corporation”). Parent and Obsidian shall cause the Obsidian Merger to be consummated and effective under Delaware Law by executing and filing with the Secretary of State of the State of Delaware a certificate of merger, satisfying the applicable requirements of Delaware Law in a form mutually agreed by Parent and Obsidian (the “Obsidian Certificate of Merger”). The Obsidian Merger shall become effective at the time of the filing of such Obsidian Certificate of Merger and the acceptance by the Secretary of State of the State of Delaware, or at such later time as may be specified in such Obsidian Certificate of Merger with the consent of Galera and Obsidian (the time as of which the Obsidian Merger becomes effective being referred to as the “Obsidian Effective Time”).

2.2 The Galera Merger. Immediately following the Obsidian Effective Time, upon the terms and subject to the conditions set forth in this Agreement and subject to the applicable provisions of Delaware Law, Parent and Galera shall cause Galera Merger Sub to be merged with and into Galera, whereupon the separate existence of Galera Merger Sub shall cease and Galera shall continue as the surviving corporation of the Galera Merger and as a wholly owned Subsidiary of Parent (the “Galera Merger Surviving Corporation”). Parent and Galera shall cause the Galera Merger to be consummated and effective under Delaware Law by executing and filing with the Secretary of State of the State of Delaware a certificate of merger, satisfying the applicable requirements of Delaware Law in a form mutually agreed by Galera and Obsidian (the “Galera Certificate of Merger”). The Galera Merger shall become effective at the time of the filing of such Galera Certificate of Merger and the acceptance by the Secretary of State of the State of Delaware, or at such later time as may be specified in such Galera Certificate of Merger with the consent of Galera and Obsidian (the time as of which the Mergers becomes effective being referred to as the “Galera Effective Time”).

2.3 Closing. Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the consummation of the Mergers (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures, (a) no later than the second Business Day after all the conditions precedent set forth in Article VII shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing (provided such conditions would be so satisfied)) or (b) at such other time, date and place as the Parties may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date”.

2.4 Organizational Documents; Directors and Officers.

(a) At the Obsidian Effective Time:

(i) the certificate of incorporation of the Obsidian Merger Surviving Corporation shall be amended and restated at or prior to the Obsidian Effective Time as set forth in an exhibit to the Obsidian Certificate of Merger, and as so amended and restated shall be the certificate of incorporation of the Obsidian Merger Surviving Corporation until thereafter amended as provided by Delaware Law;

(ii) the bylaws of the Obsidian Merger Surviving Corporation shall be amended and restated to be identical to the bylaws of Obsidian Merger Sub as in effect immediately prior to the Obsidian Effective Time (with the name of Obsidian Therapeutics Sub, Inc. as the Obsidian Merger Surviving Corporation’s name) until thereafter amended in accordance with Delaware Law and as provided in Obsidian Merger Surviving Corporation’s Organizational Documents; and

(iii) the directors and officers of Obsidian Merger Surviving Corporation, each to hold office in accordance with the provisions of Delaware Law and Obsidian Merger Surviving Corporation’s Organizational shall be as set forth in Section 7.10(c).

(b) At the Galera Effective Time:

(i) the certificate of incorporation of the Galera Merger Surviving Corporation shall be amended and restated as set forth in an exhibit to the Galera Certificate of Merger, and as so amended and restated shall be the certificate of incorporation of the Galera Merger Surviving Corporation until thereafter amended as provided by Delaware Law;

(ii) the bylaws of the Galera Merger Surviving Corporation shall be amended and restated to be identical to the bylaws of Galera Merger Sub as in effect immediately prior to the Galera Effective Time (with the name of Galera Therapeutics, Inc. as the Galera Merger Surviving Corporation’s name) until thereafter amended in accordance with Delaware Law and as provided in Galera Merger Surviving Corporation’s Organizational Documents;

(iii) the directors and officers of Galera Merger Surviving Corporation, each to hold office in accordance with the provisions of Delaware Law and Galera Merger Surviving Corporation’s Organizational shall be as set forth in Section 7.10(b); and

(iv) Parent shall file one or more amendments to its certificate of incorporation to change the name of Parent to Obsidian Therapeutics, Inc.

(c) Following the Galera Effective Time, Parent shall further take all actions reasonably necessary so that the certificate of incorporation of Parent shall remain in effect, until thereafter amended as provided by Delaware Law, provided, however, that at or prior to the Galera Effective Time, Parent shall file one or more amendments to its certificate of incorporation to make such other changes as are agreeable to Obsidian.

2.5 Conversion of Shares of Obsidian.

(a) Immediately prior to the Obsidian Effective Time, all issued and outstanding Obsidian Preferred Stock shall be converted into Obsidian Common Stock in accordance with, and pursuant to the terms and conditions of, the Organizational Documents of Obsidian (the “Obsidian Preferred Stock Conversion”).

(b) At the Obsidian Effective Time (after giving effect to Obsidian Preferred Stock Conversion), by virtue of the Obsidian Merger and without any further action on the part of Obsidian, Parent, Obsidian Merger Sub, or any stockholder of Obsidian, subject to Section 2.5(d), the Obsidian Common Stock outstanding immediately prior to the Obsidian Effective Time shall be converted solely into the right to receive a number of shares of Parent Common Stock equal to the Obsidian Exchange Ratio.

(c) If any Obsidian Common Stock underlying any restricted stock award agreement or other similar agreement with Obsidian outstanding immediately prior to the Obsidian Effective Time is unvested or is subject to a repurchase option or a risk of forfeiture, then the shares of Parent Common Stock issued in exchange for such Obsidian Common Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture and other applicable terms and conditions, and such shares of Parent Common Stock shall accordingly be marked with appropriate legends. From and after the Closing, Parent shall be entitled to exercise any such repurchase option or other right set forth in any such restricted stock award agreement or other agreement without any further action by Obsidian, Parent, Obsidian Merger Sub or any holder of Obsidian Capital Stock.

(d) No fractional shares of Parent Common Stock shall be issued in connection with the Obsidian Merger, and no certificates or scrip for any such fractional shares shall be issued, with no cash being paid for any fractional share eliminated by such rounding. Any fractional shares of Parent Common Stock a holder of Obsidian Common Stock would otherwise be entitled to receive shall be aggregated together first prior to eliminating any remaining fractional share. Any remaining fractional share of Parent Common Stock will be rounded up to the nearest whole share.

(e) At the Obsidian Effective Time, by virtue of the Obsidian Merger and without any further action on the part of Obsidian, Parent, Obsidian Merger Sub, or any stockholder of Obsidian, each share of common stock, $0.001 par value per share, of Obsidian Merger Sub issued and outstanding immediately prior to the Obsidian Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Obsidian Merger Surviving Corporation. If applicable, each stock certificate of Obsidian Merger Sub evidencing ownership of any such shares shall, as of the Obsidian Effective Time, evidence ownership of such shares of common stock of the Obsidian Merger Surviving Corporation until presented for transfer or exchange.

(f) If, between the date of this Agreement and the Obsidian Effective Time, the outstanding Obsidian Common Stock or Parent Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change, Obsidian Merger Shares shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Obsidian Common Stock and Parent Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit Obsidian or Parent to take any action with respect to Obsidian Common Stock or Parent Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

(g) At the Obsidian Effective Time, each Obsidian Option outstanding and unexercised immediately prior to the Obsidian Effective Time shall automatically without any further action on the part of Obsidian, Parent, Obsidian Merger Sub, or any holder of an Obsidian Option, be assumed and converted into an option (an “Assumed Obsidian Option”) to acquire, on the same terms and conditions (including the same vesting and exercisability terms and conditions) as were applicable under the Obsidian Equity Plan and option agreement applicable to such Obsidian Option immediately prior to the Obsidian Effective Time, the number of shares of Parent Common Stock determined by multiplying the number of shares of Obsidian Common Stock subject to such Obsidian Option immediately prior to the Obsidian Effective Time by the Obsidian Exchange Ratio, rounding down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Obsidian Option immediately prior to the Obsidian Effective Time by the Obsidian Exchange Ratio, rounding up to the nearest whole cent; provided, that the conversion of the Obsidian Options will be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the conversion will not constitute a “modification” of such Obsidian Options for purposes of Section 409A or Section 424 of the Code. As of the Obsidian Effective Time, Parent will assume the Obsidian Equity Plan; provided, further, that (i) the terms of the Assumed Obsidian Options shall be further amended as may be necessary to reflect such assumption and conversion of the Obsidian Options into Assumed Obsidian Options (such as by making any change in control or similar definition relate to Parent instead of Obsidian and having any provision that provides for the adjustment of Obsidian Options upon the occurrence of certain corporate events of Obsidian relate to similar corporate events of Parent instead); and (ii) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Obsidian Board or any committee thereof with respect to each Assumed Obsidian Option.

(h) Prior to the Obsidian Effective Time, the Obsidian Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Obsidian Effective Time, pursuant to Section 3.2 of the Warrant to Purchase Stock (as assigned, the “PacWest Warrant”), dated as of May 25, 2018, between the Company and PacWest Bancorp (the “Warrant Holder”) (which provision requires Obsidian to provide the Warrant Holder with written notice of the Obsidian Merger not less than ten (10) days prior to the Closing), the unexercised portion of the PacWest Warrant shall be deemed to be automatically exercised pursuant to Section 1.6 of the PacWest Warrant immediately prior to the Effective Time without any action on the part of the Warrant Holder. From and after the Obsidian Effective Time, the PacWest Warrant shall terminate in full.

2.6 Conversion of Shares of Galera.

(a) Prior to the Galera Effective Time, the Galera Pre-Funded Warrants shall be exchanged for shares of Galera Common Stock in accordance with, and pursuant to the terms and conditions of, the Galera Pre-Funded Warrants (the “Galera Pre-Funded Warrant Exercise”).

(b) Immediately following the Obsidian Effective Time but immediately prior to the Galera Effective Time, all Galera Preferred Stock, including the shares of Galera Series C Preferred Stock issued in the Concurrent PIPE Financing, shall be converted into Galera Common Stock in accordance with, and pursuant to the terms and conditions of, the Organizational Documents of Galera (the “Galera Preferred Stock Conversion”).

(c) At the Galera Effective Time, by virtue of the Galera Merger and without any further action on the part of Galera, Parent, Galera Merger Sub, or any stockholder of Galera, subject to Section 2.6(f), each share of Galera Common Stock outstanding immediately prior to the Galera Effective Time shall be converted into the right to receive a number of shares of Parent Common Stock equal to the Galera Exchange Ratio.

(d) At the Galera Effective Time, (i) each Galera Exchangeable Warrant that is outstanding and unexercised immediately prior to the Galera Effective Time, whether or not vested, shall remain outstanding in accordance with its terms (as in effect as of the date of this Agreement) and, without any further action from Galera or Parent, become a warrant to purchase shares of Parent Common Stock and (ii) to the extent unexercised as of immediately prior to the Galera Effective Time, the Galera Terminable Warrants that are outstanding and unexercised, whether or not vested, shall automatically be terminated in accordance with the terms (as in effect as of the date of this Agreement) of the warrant agreement by which such Galera Terminable Warrant is evidenced.

(e) If any Galera Common Stock outstanding immediately prior to the Galera Effective Time, respectively, is unvested or is subject to a repurchase option or a risk of forfeiture under any applicable restricted stock award agreement or other similar agreement with Galera, then the shares of Parent Common Stock issued in exchange for such Galera Common Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture and other applicable terms and conditions, and such shares of Parent Common Stock shall accordingly be marked with appropriate legends. Galera shall take all actions that may be necessary to ensure that, from and after the Galera Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock award agreement or other agreement.

(f) No fractional shares of Parent Common Stock shall be issued in connection with the Galera Merger, and no certificates or scrip for any such fractional shares shall be issued, with no cash being paid for any fractional share eliminated by such rounding. Any fractional shares of Parent Common Stock a holder of Galera Common Stock would otherwise be entitled to receive shall be aggregated together first prior to eliminating any remaining fractional share. Any remaining fractional share of Parent Common Stock will be rounded up to the nearest whole share.

(g) At the Galera Effective Time, by virtue of the Galera Merger and without any further action on the part of Galera, Parent, Galera Merger Sub, or any stockholder of Galera, each share of common stock, $0.001 par value per share, of Galera Merger Sub issued and outstanding immediately prior to the Galera Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Galera Merger Surviving Corporation. If applicable, each stock certificate of Galera Merger Sub evidencing ownership of any such shares shall, as of the Galera Effective Time, evidence ownership of such shares of common stock of the Galera Merger Surviving Corporation until presented for transfer or exchange.

(h) If, between the date of this Agreement and the Galera Effective Time, the outstanding Galera Common Stock or Parent Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change, Galera Merger Shares shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Galera Common Stock and Parent Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit Galera or Parent to take any action with respect to Galera Common Stock or Parent Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

(i) Each outstanding Galera ITM Option immediately prior to the Galera Effective Time shall automatically without any further action on the part of Galera, Parent, Galera Merger Sub, or any holder of a Galera Option, become fully vested and be converted, at the Galera Effective Time, into a net exercised share of Parent Common Stock determined by (i) multiplying the number of shares of Galera Common Stock subject to such Galera Option immediately prior to the Galera Effective Time by the Galera Exchange Ratio, rounding down to the nearest whole number of shares, and (ii) reducing such number of shares of Parent Common Stock by the number of shares of Parent Common Stock with an aggregate value equal to the sum of (a) the total exercise price for such Galera Option (determined by dividing the per share exercise price of such Galera Option immediately prior to the Galera Effective Time by the Galera Exchange Ratio, rounding up to the nearest whole cent) plus (b) any required withholding taxes required to be paid by Galera with respect to such net exercise, and (c) dividing such sum of (a) and (b) by the per share price of Parent Common Stock as of the Effective Time (such net number of shares of Parent Common Stock the “Net Galera Option Shares”); provided, that the net exercise of the Galera Options will be made in a manner consistent with applicable Law.For the avoidance of doubt, such Net Galera Option Shares will be eligible to receive one CVR for each outstanding share pursuant to Section 2.7 below. Each outstanding Galera Option that is not an ITM Option immediately prior to the Galera Effective Time will be cancelled for no consideration.

2.7 Contingent Value Right. Prior to the Galera Effective Time but after the conversion of all Galera Series B Preferred Stock into Galera Common Stock, Galera shall declare a distribution (the “Pre-Closing Distribution”) to holders of Galera Common Stock of record the right to receive one contingent value right (each, a “CVR”) for each outstanding share of Galera Common Stock held by such stockholder as of such date (less applicable withholding Taxes), each representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value Rights Agreement in the form attached hereto as Exhibit G, to be entered into between Parent, Obsidian and Equiniti Trust Company, LLC (or such other nationally recognized rights agent agreed to between Galera and Obsidian) (the “Rights Agent”), with such revisions thereto requested by the Rights Agent that are not, individually or in the aggregate, materially detrimental to the holders of CVRs and reasonably acceptable to Galera and Obsidian (the “CVR Agreement”). The record date for the Pre-Closing Distribution shall be the close of business on the last Business Day prior to the day on which the Galera Effective Time occurs and the payment date for the Pre-Closing Distribution shall be three (3) Business Days after the Galera Effective Time; provided that the payment of such distribution may be conditioned upon the occurrence of the Galera Effective Time. In connection with the Pre-Closing Distribution, Galera shall cause the CVR Agreement to be duly authorized, executed and delivered by Galera and the Exchange Agent.

(a) The CVRs are solely contractual rights and shall not constitute equity or ownership interests in Parent, Galera, Obsidian or any of their respective Affiliates, and Parent, Galera and Obsidian shall cooperate, including by making changes to the CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or applicable state securities or “blue sky” Laws. Notwithstanding anything to the contrary herein or in the CVR Agreement, none of Parent, Galera, Obsidian or any of their respective Affiliates shall owe any fiduciary or other duties to any holder of CVRs, except to the extent expressly set forth in the CVR Agreement.

(b) Galera agrees to pay all costs and fees of the Rights Agent contemplated by this Section 2.7 (the “CVR Fees”).

2.8 Closing of Transfer Books.

(a) At the Obsidian Effective Time, (i) all Obsidian Common Stock outstanding immediately prior to the Obsidian Effective Time shall be treated in accordance with Section 2.5, and all holders of certificates representing Obsidian Common Stock that were outstanding immediately prior to the Obsidian Effective Time shall cease to have any rights as stockholders of Obsidian (other than the right to receive Obsidian Merger Shares) and (ii) the stock transfer books of Obsidian shall be closed with respect to all Obsidian Common Stock (including any Obsidian Common Stock underlying the PacWest Warrant and Obsidian Options) outstanding immediately prior to the Obsidian Effective Time. No further transfer of any such Obsidian Common Stock shall be made on such stock transfer books after the Obsidian Effective Time.

(b) At the Galera Effective Time: (i) all Galera Common Stock outstanding immediately prior to the Galera Effective Time shall be treated in accordance with Section 2.6, and all holders of certificates representing Galera Common Stock that were outstanding immediately prior to the Galera Effective Time shall cease to have any rights as stockholders of Galera (other than the right to receive Galera Merger Shares) and (ii) the stock transfer books of Galera shall be closed with respect to all Galera Common Stock (including any Galera Common Stock underlying Galera Warrants and Galera Options) outstanding immediately prior to the Galera Effective Time. No further transfer of any such Galera Common Stock shall be made on such stock transfer books after the Galera Effective Time.

2.9 Surrender of Obsidian Common Stock .

(a) On or prior to the Closing Date, Galera and Obsidian shall jointly select a reputable bank, transfer agent or trust company to act as exchange agent in the Mergers (the “Exchange Agent”). At the Obsidian Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Parent Common Stock issuable pursuant to Section 2.5 in exchange for Obsidian Common Stock.

(b) Promptly after the Obsidian Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Obsidian Common Stock that were converted into the right to receive Obsidian Merger Shares: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of Obsidian Common Stock in exchange for book-entry shares of Parent Common Stock. Upon execution and delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Obsidian Common Stock shall be entitled to receive in exchange therefor book-entry shares representing Obsidian Merger Shares (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 2.5.

(c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Obsidian Effective Time shall be paid to the holder of any Obsidian Common Stock with respect to the shares of Parent Common Stock that such holder has the right to receive in the Mergers until such holder delivers a duly executed letter of transmittal (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest).

(d) Any shares of Parent Common Stock deposited with the Exchange Agent that remain undistributed to holders of Obsidian Common Stock as of the date that is 180 days after the Closing Date shall be delivered to Parent upon demand, and any holders of Obsidian Common Stock who have not theretofore delivered a duly executed letter of transmittal in accordance with this Section 2.9 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock.

(e) No Party shall be liable to any former holder of any Obsidian Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.

2.10 Surrender of Galera Common Stock.

(a) At the Galera Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Parent Common Stock issuable pursuant to Section 2.6 in exchange for Galera Common Stock.

(b) Promptly after the Galera Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Galera Common Stock that were converted into the right to receive Galera Merger Shares: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of Galera Common Stock in exchange for book-entry shares of Parent Common Stock. Upon execution and delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Galera Common Stock shall be entitled to receive in exchange therefor book-entry shares representing Galera Merger Shares (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 2.6.

(c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Galera Effective Time shall be paid to the holder of any Galera Common Stock with respect to the shares of Parent Common Stock that such holder has the right to receive in the Mergers until such holder delivers a duly executed letter of transmittal (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest).

(d) Any shares of Parent Common Stock deposited with the Exchange Agent that remain undistributed to holders of Galera Common Stock as of the date that is 180 days after the Closing Date shall be delivered to Parent upon demand, and any holders of Galera Common Stock who have not theretofore delivered a duly executed letter of transmittal in accordance with this Section 2.10 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock.

(e) No Party shall be liable to any former holder of any Galera Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.

2.11 Calculation of Net Cash.

(a) Not less than ten (10) Business Days prior to the anticipated date for Closing as mutually agreed in good faith by Galera and Obsidian (the “Anticipated Closing Date”), Galera will deliver to Obsidian a certificate that includes a schedule (the “Galera Net Cash Schedule”, and the date of delivery of the Galera Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail, Galera’s good faith, estimated calculation of Galera Net Cash (the “Galera Net Cash Calculation”) at the close on business of the Closing Date (the “Cash Determination Time”) prepared and signed by Galera’s chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Galera). Galera shall make available to Obsidian (electronically to the greatest extent possible), as reasonably requested by Obsidian, the work papers and back-up materials used or useful in preparing the Galera Net Cash Schedule and, if reasonably requested by Obsidian, Galera’s accountants and counsel at reasonable times and upon reasonable notice. The Galera Net Cash Calculation shall include Galera’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1 necessary to calculate Obsidian Merger Shares. Set forth on Section 2.11(a) of the Galera Disclosure Schedule is an illustrative example of Galera Net Cash calculation calculated on a hypothetical basis as of the date described therein. For the avoidance of doubt, in no event shall any Permitted Galera Bridge Financing cause the Final Galera Net Cash to be greater than $1,800,000.

(b) Within five (5) Business Days after the Delivery Date (the last day of such period, the “Response Date”), Obsidian shall have the right to dispute any part of the Galera Net Cash Calculation by delivering a written notice to that effect to Galera (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail the nature and amounts of any proposed revisions to the Galera Net Cash Calculation.

(c) If, on or prior to the Response Date, (i) Obsidian notifies Galera in writing that it has no objections to the Galera Net Cash Calculation or (ii) if prior to 5:00 p.m. (New York City time) on the Response Date, Obsidian has failed to deliver a Dispute Notice as provided in Section 2.11(b), then the Galera Net Cash Calculation as set forth in the Galera Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Galera Net Cash at the Cash Determination Time (the “Final Galera Net Cash”) for purposes of this Agreement.

(d) If Obsidian delivers a Dispute Notice on or prior to 5:00 p.m. (New York City time) on the Response Date, then Representatives of Galera and Obsidian shall promptly, and in no event later than one calendar day after the Response Date, meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Galera Net Cash, which agreed upon Galera Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Galera Net Cash for purposes of this Agreement.

(e) If Representatives of Galera and Obsidian are unable to negotiate an agreed-upon determination of Final Galera Net Cash pursuant to Section 2.11(d) within two (2) calendar days after delivery of the Dispute Notice (or such other period as Galera and Obsidian may mutually agree upon), then any remaining disagreements as to the calculation of Galera Net Cash shall be referred to an independent auditor of recognized national standing jointly selected by Galera and Obsidian (the “Accounting Firm”). Galera shall promptly deliver to the Accounting Firm all work papers and back-up materials used in preparing the Galera Net Cash Schedule, and Galera and Obsidian shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within five (5) calendar days of accepting its selection. Galera and Obsidian shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Galera and Obsidian. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Galera Net Cash made by the Accounting Firm shall be made in writing delivered to each of Galera and Obsidian, shall be final and binding on Galera and Obsidian and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Galera Net Cash for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.11(e). The fees and expenses of the Accounting Firm shall be allocated between Galera and Obsidian in the same proportion that the disputed amount of the Galera Net Cash that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Galera Net Cash amount and such portion of the

costs and expenses of the Accounting Firm borne by Obsidian and any other fees, costs or expenses incurred by Obsidian following the Anticipated Closing Date in connection with the procedures set forth in this Section 2.11(e) shall be deducted from the final determination of the amount of Galera Net Cash. If this Section 2.11(e) applies as to the determination of the Final Galera Net Cash described in Section 2.11(a), upon resolution of the matter in accordance with this Section 2.11(e), the Parties shall not be required to determine Galera Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Galera and Obsidian may require a redetermination of the Final Galera Net Cash if the Closing Date is more than ten (10) calendar days after the Anticipated Closing Date.

2.12 Further Action.

(a) If, at any time after the Obsidian Effective Time, any further action is determined by the Obsidian Merger Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Obsidian Merger Surviving Corporation with full right, title and possession of and to all rights and property of Obsidian, then the officers and directors of the Obsidian Merger Surviving Corporation shall be fully authorized, and shall use their and its commercially reasonable efforts (in the name of Obsidian, in the name of Obsidian Merger Sub, in the name of the Obsidian Merger Surviving Corporation and otherwise) to take such action.

(b) If, at any time after the Galera Effective Time, any further action is determined by the Galera Merger Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Galera Merger Surviving Corporation with full right, title and possession of and to all rights and property of Galera, then the officers and directors of the Galera Merger Surviving Corporation shall be fully authorized, and shall use their and its commercially reasonable efforts (in the name of Galera, in the name of Galera Merger Sub, in the name of the Galera Merger Surviving Corporation and otherwise) to take such action.

2.13 Withholding. Each of the Exchange Agent, Parent, the Obsidian Merger Surviving Corporation and the Galera Merger Surviving Corporation (each, a “Withholding Agent”) shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law; provided, however, that if a Withholding Agent determines that any payment in connection with the Contemplated Transactions is subject to deduction and/or withholding, then, except with respect to compensatory payments or as a result of a failure to deliver the certificate described in Section 7.7(b), such Withholding Agent shall use reasonable best efforts to (i) provide notice to such recipient after such determination and (ii) cooperate with such recipient prior to the Closing to reduce or eliminate any such deduction and/or withholding. To the extent such amounts are so deducted or withheld, and timely remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

2.14 Appraisal Rights.Notwithstanding any provision of this Agreement to the contrary, shares of Galera Common Stock that are outstanding immediately prior to the Galera Effective Time (after giving effect to the Galera Preferred Stock Conversion) and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Galera Common Stock in accordance with Delaware Law (collectively, the “Dissenting Shares”) shall not be

converted into or represent the right to receive the consideration described in Section 2.5 or Section 2.6, respectively, attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Galera Common Stock held by them in accordance with Delaware Law, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under Delaware Law. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Galera Common Stock under Delaware Law (whether occurring before, at or after the Galera Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Galera Effective Time, the right to receive the consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 2.5 or Section 2.6, respectively. Galera shall give Parent prompt written notice of any demands by dissenting stockholders received thereby, withdrawals of such demands and any other instruments served thereupon and any material correspondence received thereby in connection with such demands, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands; provided that Galera shall have the right to participate in such negotiations and proceedings. Neither Parent nor Galera shall, except with the other party’s prior written consent (which shall not be unreasonably withheld, conditioned ore delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF Obsidian

Except as set forth in the written disclosure schedule delivered by Obsidian to Galera (the “Obsidian Disclosure Schedule”), Obsidian represents and warrants to Galera as follows:

3.1 Due Organization; Subsidiaries.

(a) Each of Obsidian and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. All of Obsidian’s Subsidiaries are directly or indirectly wholly-owned by Obsidian.

(b) Each of Obsidian and its Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have an Obsidian Material Adverse Effect.

(c) Except as set forth on Section 3.1(c) of the Obsidian Disclosure Schedule, Obsidian has no Subsidiaries and Obsidian does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Obsidian is not and has not otherwise been, directly or indirectly, a party to, member

of or participant in any partnership, joint venture or similar business entity. Obsidian has not agreed and is not obligated to make, nor is Obsidian bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Obsidian has not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

3.2 Organizational Documents. Obsidian has delivered to Galera accurate and complete copies of Obsidian’s and its Subsidiaries’ Organizational Documents. Neither Obsidian nor any of its Subsidiaries is in breach or violation of its Organizational Documents in any material respect.

3.3 Authority; Binding Nature of Agreement.

(a) Each of Obsidian and its Subsidiaries has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Obsidian Board (at meetings duly called and held) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Obsidian and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend the Obsidian Board Recommendation to the stockholders of Obsidian as promptly as practicable after the forms thereof are mutually agreed to by Galera and Obsidian. This Agreement has been duly executed and delivered by Obsidian and assuming the due authorization, execution and delivery by Galera, constitutes the legal, valid and binding obligation of Obsidian, enforceable against Obsidian in accordance with its terms, subject to the Enforceability Exceptions.

3.4 Vote Required. The affirmative vote of the holders of at least (i) a majority of the then outstanding shares of Obsidian Common Stock outstanding on the record date for the Obsidian Stockholder Written Consent and (ii) a majority of the then outstanding shares of Obsidian Preferred Stock voting as a single class on an as-converted basis (together, the “Required Obsidian Stockholder Approval”), is the only vote of the holders of any class or series of Obsidian Capital Stock necessary to adopt and approve this Agreement and approve the Contemplated Transactions.

3.5 Non-Contravention; Consents.

(a) Subject to obtaining the Required Obsidian Stockholder Approval and the filing of the Obsidian Certificate of Merger required by Delaware Law, neither (x) the execution, delivery or performance of this Agreement by Obsidian, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(i) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of Obsidian or its Subsidiaries;

(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Obsidian or its Subsidiaries, or any of the assets owned or used by Obsidian or its Subsidiaries, is subject;

(iii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Obsidian or its Subsidiaries or that otherwise relates to the business of Obsidian, or any of the assets owned, leased or used by Obsidian;

(iv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Obsidian Material Contract, or give any Person the right to: (A) declare a default or exercise any remedy under any Obsidian Material Contract, (B) any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Obsidian Material Contract, (C) accelerate the maturity or performance of any Obsidian Material Contract or (D) cancel, terminate or modify any term of any Obsidian Material Contract, except in the case of any nonmaterial breach, default, penalty or modification; or

(v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Obsidian or its Subsidiaries (except for Permitted Encumbrances).

(b) Except for (i) any Consent set forth on Section 3.5 of the Obsidian Disclosure Schedule under any Obsidian Contract, (ii) the Required Obsidian Stockholder Approval, (iii) the filing of the Obsidian Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware Law and (iv) such Consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither Obsidian nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.

(c) The Obsidian Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of Delaware Law are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions.

3.6 Capitalization.

(a) The authorized capital stock of Obsidian consists of (i) 274,320,131 shares of Obsidian Common Stock of which 21,437,128 shares have been issued and are outstanding as of April 9, 2026, and (ii) 215,060,316 shares of Obsidian Preferred Stock of which (a) 32,222,339 shares have been designated Obsidian Series A-1 Preferred Stock of which 26,114,925 shares have been issued and are outstanding as of April 9, 2026, (b) 14,936,323 shares have been designated Obsidian Series A-2 Preferred Stock of which 14,936,323 shares have been issued and are outstanding as of April 9, 2026, (c) 6,146,592 shares have been designated Obsidian Series A-3 Preferred Stock of which 6,146,592 shares have been issued and are outstanding as of April 9, 2026, (d) 76,187,917 shares have been designated Obsidian Series B Preferred Stock of which

76,187,917 shares have been issued and are outstanding as of April 9, 2026 and (e) 84,567,145 shares have been designated Obsidian Series C Preferred Stock of which 84,567,145 shares have been issued and are outstanding as of April 9, 2026. As of April 9, 2026, there was one Warrant to Purchase Stock to purchase an aggregate of 22,124 shares of Obsidian Series A-1 Preferred Stock. Obsidian does not hold any shares of its capital stock in its treasury.

(b) All of the outstanding shares of Obsidian Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances other than under applicable securities Laws. None of the outstanding shares of Obsidian Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. All of the outstanding shares of Obsidian Common Stock are subject to a right of first refusal in favor of Obsidian. Except as contemplated herein, there is no Obsidian Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Obsidian Common Stock. Obsidian is not under any obligation, nor is Obsidian bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Obsidian Common Stock or other securities.

(c) Except for the Obsidian Equity Plan and the Obsidian Options granted thereunder, Obsidian does not have any stock incentive plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person and there were no other equity or equity-based awards outstanding as of the date of this Agreement. As of the date of this Agreement, Obsidian has reserved 48,749,161 shares of Obsidian Common Stock for issuance under the Obsidian Equity Plan, of which 6,207,225 shares have been issued and are outstanding pursuant to the exercise of Obsidian Options, 39,255,362 shares are subject to outstanding Obsidian Options, and 3,286,574 shares remain available for future grant pursuant to the Obsidian Equity Plan. Section 3.6(c) of the Obsidian Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each outstanding Obsidian Option, including: (i) the name of the holder, (ii) the number of shares of Obsidian Common Stock subject to such Obsidian Option, (iii) the per share exercise price, (iv) the date of grant, (v) the applicable vesting schedule, including any acceleration provisions, and the number of vested and unvested shares, (vi) the expiration date, and (vii) whether the Obsidian Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Obsidian has made available to Galera accurate and complete copies of the following: (A) the standard form of agreement evidencing Obsidian Options; and (B) each agreement evidencing an Obsidian Option that does not conform in all material respects to the standard form agreement.

(d) Except as set forth on Section 3.6(c) of the Obsidian Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Obsidian, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Obsidian, (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Obsidian is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Obsidian.

(e) All outstanding shares of Obsidian Common Stock, and other securities of Obsidian have been issued and granted in compliance with (i) all applicable securities laws and other applicable Law and (ii) all requirements set forth in applicable Contracts.

3.7 Financial Statements.

(a) Section 3.7(a) of the Obsidian Disclosure Schedule includes true, correct and complete copies of the Obsidian Balance Sheet and the related audited estimated statement of income, cash flow and changes in partners’ capital for the years ended December 31, 2024 and December 31, 2025 (the “Obsidian Financial Statements”).

(b) The Obsidian Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis unless otherwise noted therein throughout the periods indicated, (ii) fairly present, in all material respects, the financial position of Obsidian as of the respective dates thereof and the results of operations and cash flows of Obsidian for the periods covered thereby and (iii) when delivered by Obsidian for inclusion in the Registration Statement (as defined below) for filing with the SEC following the date of this Agreement in accordance with Section 7.1, shall comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. Other than as expressly disclosed in the Obsidian Financial Statements, there has been no material change in Obsidian’s accounting methods or principles that would be required to be disclosed in Obsidian’s financial statements in accordance with GAAP. The books of account and other financial records of Obsidian and each of its Subsidiaries are true and complete in all material respects.

(c) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Obsidian, the Obsidian Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls.

(d) Obsidian maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Obsidian maintains records that in reasonable detail accurately and fairly reflect Obsidian’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Obsidian Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Obsidian’s assets that could have a material effect on Obsidian’s financial statements. Obsidian has evaluated the effectiveness of Obsidian’s internal control over financial reporting and, to the extent required by applicable Law, presented its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such financial reporting based on such evaluation. Obsidian has disclosed to Obsidian’s auditors and the Audit Committee of the Obsidian Board (and made available to Galera a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in

the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Obsidian’s ability to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in Obsidian or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Obsidian Financial Statements filed prior to the date hereof, Obsidian’s internal control over financial reporting is effective and Obsidian has not identified any material weaknesses in the design or operation of Obsidian’s internal control over financial reporting.

(e) Obsidian’s auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act), (ii) to the Knowledge of Obsidian, “independent” with respect to Obsidian within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Obsidian, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) thereunder (such firm, the “PCAOB Auditor”).

3.8 Absence of Changes. Except as set forth on Section 3.8 of the Obsidian Disclosure Schedule, since January 1, 2026, Obsidian and its Subsidiaries have conducted their business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (a) Obsidian Material Adverse Effect or (b) action, event or occurrence that would have required Consent of Galera pursuant to Section 6.1 of this Agreement had such action, event or occurrence taken place after the execution and delivery of this Agreement.

3.9 Absence of Undisclosed Liabilities. Neither Obsidian nor any of its Subsidiaries has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any kind, whether accrued, absolute, contingent, matured, unmatured or otherwise (each a “Liability”), in each case, of a type required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for: (a) Liabilities disclosed, reflected or reserved against in the Obsidian Balance Sheet, (b) normal and recurring current Liabilities that have been incurred by Obsidian or its Subsidiaries since the date of the Obsidian Balance Sheet in the Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of Law), (c) Liabilities for performance of obligations of Obsidian or any of its Subsidiaries under Obsidian Contracts, (d) Liabilities incurred in connection with the Contemplated Transactions and (e) Liabilities listed in Section 3.9 of the Obsidian Disclosure Schedule.

3.10 Title to Assets. Each of Obsidian and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned by it, including: (a) all tangible assets reflected on the Obsidian Balance Sheet and (b) all other tangible assets reflected in the books and records of Obsidian as being owned by Obsidian. All of such assets are owned or, in the case of leased assets, leased by Obsidian or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

3.11 Real Property; Leasehold. Neither Obsidian nor any of its Subsidiaries owns or has ever owned any real property. Obsidian has made available to Galera (a) an accurate and complete list of all real properties with respect to which Obsidian directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Obsidian or any of its Subsidiaries and (b) copies of all leases under which any such real property is possessed (the “Obsidian Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder.

3.12 Intellectual Property.

(a) Section 3.12(a) of the Obsidian Disclosure Schedule is an accurate, true and complete listing of all Obsidian Registered IP, including for each item (i) the record owner(s) (and name of any other Person with an ownership interest in such item of Obsidian Registered IP and the nature of such ownership interest, if any), jurisdiction, status, and registration or application number of each item, as applicable, (ii) all filing, registration, issuance and grant dates and (iii) any actions that are required to be taken within 180 days of the date hereof for any Obsidian Registered IP, including the payment of any registration, maintenance or renewal fees or the filing of or response to any documents, applications or certificates, for the purposes of prosecuting, obtaining, perfecting, maintaining or renewing any Obsidian Registered IP. Section 3.12(a) of the Obsidian Disclosure Schedule also sets forth, as of the date of this Agreement, a list of all internet domain names with respect to which Obsidian or any of its Subsidiaries are the registrant and, with respect to each domain name, the record owner of such domain name and if different, the legal and beneficial owner(s) of such domain name and the applicable domain name registrar. All Obsidian Registered IP is subsisting and in full force and effect and, to Obsidian’s Knowledge, all Obsidian Registered IP (other than pending applications) is valid and enforceable. All fees due to, and all documents, powers and other filings required to be filed with, a Governmental Authority with respect to any such Obsidian Registered IP have been fully and timely paid and filed as necessary for the filing, prosecuting, obtaining grant of and maintaining such item of Obsidian Registered IP.

(b) Section 3.12(b) of the Obsidian Disclosure Schedule is a true, correct and complete listing of all Obsidian Contracts pursuant to which any Obsidian IP Rights are licensed to Obsidian (other than (A) any non-customized software that (1) is so licensed solely in executable or object code form pursuant to a nonexclusive, internal use software license and other Intellectual Property associated with such software and (2) is not incorporated into, or material to the development, manufacturing, or distribution of, any of Obsidian’s or its Subsidiaries’ products or services, (B) any Intellectual Property licensed on a non-exclusive basis ancillary to the purchase or use of equipment, reagents or other materials, (C) any confidential information provided under confidentiality agreements and (D) agreements between Obsidian or its Subsidiaries and their respective employees in Obsidian’s standard form thereof). To the Knowledge of Obsidian, each Obsidian Contract listed in Section 3.12(b) of the Obsidian Disclosure Schedule is in full force and effect and constitutes a legal, valid, and binding obligation of Obsidian, its Subsidiaries and each other party thereto, and is enforceable against Obsidian, its Subsidiaries and each other party thereto in accordance with its terms. To the Knowledge of Obsidian, neither Obsidian, its Subsidiaries, nor, to the Knowledge of Obsidian, any other party to any Obsidian Contract listed in Section 3.12(b) of the Obsidian Disclosure Schedule has been or is, or has been or is alleged to be, in material default under, or has provided or received any notice of breach under, or intention to terminate (including by non-renewal), any Obsidian Contract listed in Section 3.12(b) of the Obsidian Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, an Obsidian Material Adverse Effect.

(c) Section 3.12(c) of the Obsidian Disclosure Schedule is a true, correct and complete listing of each Obsidian Contract pursuant to which any Person has been granted any license, sublicense, option or covenant not to sue under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Obsidian IP Rights (other than (i) any confidential information provided under confidentiality agreements and (ii) any Obsidian IP Rights non-exclusively licensed to academic collaborators, suppliers or service providers for the sole purpose of enabling such academic collaborator, supplier or service providers to provide services for Obsidian’s or its Subsidiaries’ benefit). To the Knowledge of Obsidian, each Obsidian Contract listed in Section 3.12(c) of the Obsidian Disclosure Schedule is in full force and effect and constitutes a legal, valid, and binding obligation of Obsidian, its Subsidiaries and each other party thereto, and is enforceable against Obsidian, its Subsidiaries and each other party thereto in accordance with its terms. Neither Obsidian, its Subsidiaries nor, to the Knowledge of Obsidian, any other party to any Obsidian Contract listed in Section 3.12(c) of the Obsidian Disclosure Schedule has provided or received any written notice of breach under, or intention to terminate (including by non-renewal), any Obsidian Contract listed in Section 3.12(c) of the Obsidian Disclosure Schedule.

(d) Except as identified on Section 3.12(d) of the Obsidian Disclosure Schedule, neither Obsidian nor any of its Subsidiaries is bound by, and no Obsidian Owned IP Rights are subject to, and to the Knowledge of Obsidian, no Obsidian Licensed IP Rights are subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of Obsidian or any of its Subsidiaries to use, exploit, assert, or enforce any Obsidian IP Rights anywhere in the world.

(e) (i) Obsidian or one of its Subsidiaries exclusively owns all right, title, and interest to and in the Obsidian IP Rights (other than (A) Obsidian Licensed IP Rights, or co-owned rights each as identified in Section 3.12(b) of the Obsidian Disclosure Schedule, and (B) any non-customized software that (1) is licensed to Obsidian or its Subsidiaries solely in executable or object code form pursuant to a nonexclusive, internal use software license and other Intellectual Property associated with such software and (2) is not incorporated into, or material to the development, manufacturing, or distribution of, any of Obsidian’s or its Subsidiaries’ products or services, (ii) all Obsidian Owned IP Rights and, to the Knowledge of Obsidian, other Obsidian IP Rights that are exclusively licensed to Obsidian are free and clear of any Encumbrances (other than Permitted Encumbrances) and (iii) Obsidian owns, or has a valid and enforceable right pursuant to a binding written Contract to use, all material Obsidian IP Rights currently used or practiced by Obsidian. Without limiting the generality of the foregoing:

(i) To the Knowledge of Obsidian, all documents and instruments necessary to register or apply for or renew registration of Obsidian Registered IP owned by Obsidian, and all documents and instruments necessary to register or apply for or renew registration of Obsidian Registered IP exclusively licensed to Obsidian, have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Authority. To the Knowledge of Obsidian, Obsidian has filed all statements of use and paid all renewal and maintenance fees, annuities and other fees with respect to the Obsidian Registered IP owned by Obsidian that are due or payable as of the date of this Agreement, and to the Knowledge of Obsidian, all documents and instruments necessary to register or apply for or renew registration of Obsidian Registered IP exclusively licensed to Obsidian.

(ii) Except for instances that would not reasonably be expected to have, individually or in the aggregate, an Obsidian Material Adverse Effect, to the Knowledge of Obsidian each Person who is or was an employee, contractor or consultant of Obsidian or any of its Subsidiaries and who is or was involved in the creation, discovery, reduction to practice or development of any Intellectual Property for Obsidian or any of its Subsidiaries has signed a valid, enforceable written agreement containing a present assignment of all right, title and interest in and to such Intellectual Property to Obsidian or such Subsidiary and confidentiality provisions protecting trade secrets and confidential information of Obsidian and its Subsidiaries.

(iii) To the Knowledge of Obsidian, no current or former member, officer, director, or employee of Obsidian or any of its Subsidiaries has any claim, right (whether or not currently exercisable), or interest to or in any Obsidian IP Rights purported to be owned by Obsidian. To the Knowledge of Obsidian, no employee of Obsidian or any of its Subsidiaries is (A) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for Obsidian or such Subsidiary or (B) in breach of any Contract with any former employer or other Person concerning Obsidian IP Rights purported to be owned by Obsidian or such Subsidiary or confidentiality provisions protecting trade secrets and confidential information comprising Obsidian IP Rights purported to be owned by Obsidian or such Subsidiary.

(iv) Except as identified on Section 3.12(e)(iv) of the Obsidian Disclosure Schedule, no funding, facilities, or personnel of any Governmental Authority were used, directly or indirectly, to develop or create, in whole or in part, any Obsidian Owned IP Rights, or, to the Knowledge of Obsidian, any Obsidian Licensed IP Rights. Except as identified on Section 3.12(e)(iv) of the Obsidian Disclosure Schedule, to the Knowledge of Obsidian, no Governmental Authority has any right to (including any “step-in” or “march-in” rights with respect to), ownership of, commercialization of, or right to royalties or other payments for any Obsidian Owned IP Rights, or, to the Knowledge of Obsidian, any Obsidian Licensed IP Rights.

(v) Obsidian and each of its Subsidiaries has taken reasonable steps to maintain the confidentiality of and otherwise protect, maintain and enforce its rights in all proprietary information that Obsidian or such Subsidiary holds, or purports to hold, as confidential or a trade secret.

(vi) Neither Obsidian nor any of its Subsidiaries has assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Obsidian IP Rights to any other Person.

(vii) To the Knowledge of Obsidian, each item of Obsidian IP Right has been duly maintained and is not expired, abandoned or cancelled. To the Knowledge of Obsidian, each of the Patents included in the Obsidian IP Rights identifies each and every inventor of the claims thereof as determined in accordance with the applicable laws of the jurisdiction in which such Patent is issued or pending. To the Knowledge of Obsidian, each of Obsidian and its Subsidiaries and their respective patent counsel have complied with its duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to all Patents included in the Obsidian IP Rights for which Obsidian or any of its Subsidiaries is responsible for prosecuting.

(viii) To the Knowledge of Obsidian, the Obsidian IP Rights constitute all Intellectual Property material to or necessary for Obsidian to conduct its business as currently conducted or currently proposed to be conducted as of the date hereof; provided, however, that the foregoing representation is not a representation with respect to non-infringement of Intellectual Property.

(f) Obsidian has delivered, or made available to Galera, a complete and accurate copy of all material Obsidian IP Rights Agreements.

(g) To the Knowledge of Obsidian, the conduct of the business of Obsidian as has been conducted since January 1, 2023 and as is currently being conducted, including the manufacture, marketing, offering for sale, sale, importation, use or intended use or other disposal of any product as currently sold or under development by Obsidian (i) has not violated, and does not presently violate, any license or agreement between Obsidian or its Subsidiaries and any Person in any material respect, and, (ii) to the Knowledge of Obsidian, has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any valid and issued Patents or other Intellectual Property of any other Person, which infringement would reasonably be expected to have an Obsidian Material Adverse Effect. To the Knowledge of Obsidian, since January 1, 2023, no Person has engaged in the unauthorized use of, or has infringed, misappropriated or otherwise violated any Patents within the Obsidian IP Rights, or otherwise violating any Obsidian IP Rights Agreement.

(h) As of the date of this Agreement and since January 1, 2023, neither Obsidian nor any of its Subsidiaries is or has been a party to any, or is the subject of any pending or, to the Knowledge of Obsidian, threatened in writing, Legal Proceeding (including, but not limited to, opposition, interference or other proceeding in any patent or other government office) contesting the validity, enforceability, ownership or right to use, sell, offer for sale, license or dispose of any Obsidian IP Rights. None of the Obsidian Owned IP Rights, and to the Knowledge of Obsidian, any Obsidian Licensed IP Rights, have been adjudged invalid or unenforceable in whole or part, and all Obsidian Owned IP Rights, and to the Knowledge of Obsidian, all Obsidian Licensed IP Rights, are in full force and effect. Neither Obsidian nor any of its Subsidiaries have received any written notice asserting that any Obsidian IP Rights or the proposed use, sale, offer for sale, license or disposition of products, methods, or processes claimed or covered thereunder infringes or misappropriates or violates the rights of any other Person or that Obsidian or any of its Subsidiaries have otherwise infringed, misappropriated or otherwise violated any Intellectual Property of any Person.

(i) To the Knowledge of Obsidian, no trademark (whether registered or unregistered) or trade name owned, used, or applied for by Obsidian conflicts or interferes with any trademark (whether registered or unregistered) or trade name owned, used, or applied for by any other Person except as would not have an Obsidian Material Adverse Effect. To the Knowledge of Obsidian, none of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which Obsidian or its Subsidiaries has or purports to have an ownership interest has been impaired as determined by Obsidian in accordance with GAAP. Section 3.12(i) of the Obsidian Disclosure Schedule sets forth all material unregistered trademarks included in the Obsidian IP Rights.

(j) Except (i) as would not reasonably be expected to have an Obsidian Material Adverse Effect, (ii) as may be set forth in Section 3.12(j) of the Obsidian Disclosure Schedule or (iii) as contained in license, distribution or service agreements entered into in the Ordinary Course of Business by Obsidian, to the Knowledge of Obsidian, (A) neither Obsidian nor any of its Subsidiaries is bound by any Contract to indemnify, defend, hold harmless, or reimburse any other Person with respect to any Intellectual Property infringement, misappropriation, or similar claim which is material to Obsidian or any of its Subsidiaries, taken as a whole and (B) neither Obsidian nor any of its Subsidiaries has ever assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation, or violation of any Intellectual Property right, which assumption, agreement or responsibility remains in force as of the date of this Agreement.

(k) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the performance by Obsidian of its obligations hereunder conflict or will conflict with, alter or impair any of Obsidian’s rights in, to and under any material Obsidian IP Rights or the validity, enforceability, priority, scope or duration of any material Obsidian IP Rights. Without limiting the foregoing, to the Knowledge of Obsidian, neither Obsidian nor any of its Subsidiaries is party to any Contract that, as a result of such execution, delivery and performance of this Agreement, will (i) cause the grant, assignment, or transfer to any other Person of any license or other right to or in any Obsidian IP Rights, (ii) result in breach of, default under or termination of such Contract with respect to any Obsidian IP Rights, (iii) alter, encumber, impair or extinguish, or result in any Encumbrance with respect to the right of Obsidian or the Surviving Corporation and its Subsidiaries to use, sell or license or enforce any Obsidian IP Rights or portion thereof, or (iv) result in Obsidian or any of its Subsidiaries being bound by or subject to any exclusivity obligations, non-compete or other restrictions on the operation or scope of their respective businesses, or to any obligation to grant any rights in or to any Obsidian IP Rights, except, in each of (i), (ii), (iii) and (iv), for the occurrence of any such grant or impairment that would not individually or in the aggregate, reasonably be expected to result in an Obsidian Material Adverse Effect.

3.13 Agreements, Contracts and Commitments.

(a) Section 3.13(a) of the Obsidian Disclosure Schedule lists the following Obsidian Contracts in effect as of the date of this Agreement (each, a “Obsidian Material Contract” and collectively, the “Obsidian Material Contracts”):

(i) each Obsidian Contract that is a collective bargaining agreement or other agreement or arrangement with any labor union, works council or labor organization;

(ii) each Obsidian Contract for the employment or engagement of any individual on an employee, consulting or other basis that provides for annual base compensation in excess of $500,000;

(iii) each Obsidian Contract with any Obsidian Associate that provides for retention, change in control, transaction or other similar payments or benefits, whether or not payable as a result of the Contemplated Transactions;

(iv) each Obsidian Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(v) each Obsidian Contract containing (A) any covenant limiting the freedom of Obsidian or any of its Subsidiaries to engage in any line of business or compete with any Person, or limiting the development, manufacture, or distribution of Obsidian’s products or services, (B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision;

(vi) each Obsidian Contract (A) pursuant to which any Person granted Obsidian an exclusive license under any Intellectual Property, or (B) pursuant to which Obsidian granted any Person an exclusive license under any Obsidian IP Rights;

(vii) each Obsidian Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $500,000 pursuant to its express terms and not cancelable without penalty;

(viii) each Obsidian Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in each case, involving payments in excess of $500,000 after the date of this Agreement;

(ix) each Obsidian Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit in excess of $500,000 or creating any material Encumbrances with respect to any assets of Obsidian or any loans or debt obligations with officers or directors of Obsidian;

(x) each Obsidian Contract requiring payment by or to Obsidian after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions), (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Obsidian, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Obsidian or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Obsidian or any of its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Obsidian or such Subsidiary or (D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service or technology of Obsidian or any of its Subsidiaries or any Contract to sell, distribute or commercialize a

SEC Form 425 filed by Galera Therapeutics Inc.