Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of October 6, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and North Penn, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one right entitling the holder thereof to receive three-fourths of one Share upon the completion of an initial business combination (each, a “Right”).

WHEREAS, the Purchaser has agreed to purchase an aggregate of 5,000 units (the “Private Placement Units”) concurrently with the closing of the Public Offering.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2026, is made and entered into by and among Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), Pine Tree Sponsor Group, LLC, a Delaware limited liability company (“Pine Tree Group”), and North Penn, LLC, a Delaware limited liability company (“North Penn” and collectively with Pine Tree Group, the “Sponsors”), Maxim Group LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsors, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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Pine Tree Acquisition Corp.

418 Broadway, #6538

Albany, NY 12207

October 6, 2026

Pine Tree Sponsor Group, LLC

418 Broadway, #6538

Albany, NY 12207

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Pine Tree Acquisition Corp. (the “Company”) and the undersigned (“Service Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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INDEMNIFICATION AGREEMENT

This agreement, made and entered into effective as of October 6, 2026 (“Agreement”), by and between Pine Tree Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

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October 1, 2026    

Joseph M. Fitzgerald

Dear Joe:

We are pleased to inform you that effective January 1, 2027, subject to your acceptance of this offer, you will remain a member of Boston Scientific’s Leadership Team, an “executive officer” under the U.S. federal securities laws and an “officer” for purposes of Section 16 of the Exchange Act. Your new position title will be Executive Vice President and Chief Operating Officer (your title is subject to approval by the Boston Scientific Board of Directors Nomination and Governance Committee at the next meeting). You will continue to report to Michael Mahoney, Chairman, President and CEO. We look forward to you formally accepting this offer.

COMPENSATION
Boston Scientific’s compensation programs provide our employees with significant compensation opportunities on a pay for performance basis.  The objective of these programs is to recognize and reward both individual and company performance during the performance year (defined as January 1st through December 31st of each year).

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This WARRANT INSTRUMENT (the “Instrument”) is dated _____________________.

PARTIES

(1)	CSLM III HOLDINGS, LTD, an exempted company limited by shares incorporated under the laws of the Cayman Islands with its registered office at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (the “Company”); and

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This WARRANT INSTRUMENT (the “Instrument”) is dated _____________________.

PARTIES

(1)	CSLM III HOLDINGS, LTD, an exempted company limited by shares incorporated under the laws of the Cayman Islands with its registered office at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (the “Company”); and

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FORM OF JOINDER AGREEMENT

This Joinder Agreement (this “Agreement”) is made and entered into as of [●], 20[●], by and between [Merger Sub Name], a Cayman Islands exempted company (“Merger Sub”) (as applicable, the “Joining Party”), CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (“Acquiror”), and First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”).

Recitals

WHEREAS, the Acquiror and the Company are parties to that certain Business Combination Agreement, dated as of October 6, 2026 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”);

WHEREAS, the Business Combination Agreement contemplates that, following the execution thereof, PubCo and Merger Sub will be formed and will become parties to the Business Combination Agreement;

WHEREAS, the Joining Party has been duly formed under the laws of its jurisdiction of organization; and

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [PUBCO], a Cayman Islands exempted company limited by shares with registration number 435166 (the “Pubco”), CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

This Company Shareholder Support Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among (i) First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”), (ii) Nemi Limited (the “Requisite Company Shareholder”), and (iii) CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (the “Acquiror”). The Company, Acquiror, and the Requisite Company Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”) is made and entered into as of October 6, 2026, by and among (i) First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”), (ii) CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted limited liability company (the “Sponsor”), and (iii) CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (the “Acquiror”). The Company, Acquiror, and the Sponsor are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

This Company Shareholder Support Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among (i) First Digital Group Ltd., a Gibraltar private company limited by shares with registration number 121963 (the “Company”), (ii) each shareholder of the Company as set forth on Schedule A (each, a “Requisite Company Shareholder”), and (iii) CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company limited by shares with registration number 412434 (the “Acquiror”). The Company, Acquiror, and the Requisite Company Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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