Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

 

Principal Amount: Up to $300,000

  

Dated as of December 29, 2025

  

New York, New York

…

________, 2026

B&R Technology Merger Corp.

2300 West Sahara Avenue

Las Vegas, NV 89102

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 37,375,000 of the Company’s units (including up to 4,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Pub

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2026 is made and entered into by and among B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), B&R Technology Sponsor LLC (Cayman), a Cayman Islands limited liability company (the “Sponsor”), 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”).

RECITALS

WHEREAS, the Sponsor owns an aggregate of 12,458,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) up to 1,625,000 of which may be surrendered to the Company for no consideration depending on the extent to which the underwriter of the Company’s initial public offering exercises its over-allotment option;

…

EXECUTION VERSION

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

LICENSE AND COLLABORATION AGREEMENT

between

SCRIBE THERAPEUTICS INC.

and

PREVAIL THERAPEUTICS, INC.

Dated as of May 11, 2023

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EXECUTION VERSION

TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE 1 DEFINITIONS

  

 

1

 

ARTICLE 2 RESEARCH PROGRAM

  

 

19

 

2.1.

 

Overview

  

 

19

 

2.2.

 

Research Program Responsibilities

  

 

20

 

2.3.

 

Research Plans

  

 

20

 

2.4.

 

Preparation and Amendment of Research Plans

  

 

20

 

2.5.

 

Lead Molecule Selection

  

 

20

 

2.6.

 

Candidate Selection

  

 

21

 

2.7.

 

Novel Approaches to Licensed Products

  

 

21

 

2.8.

 

Funding

  

 

21

 

2.9.

 

Exchange of Materials; Research Program Records; Reporting

  

 

22

 

2.10.

 

Joint Steering Committee

  

 

23

 

2.11.

 

JSC Subcommittees

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

NOTICE OF AWARD – PDEV Awards: Funding Opportunity for Preclinical Stage Projects California Institute for Regenerative Medicine

Issue Date: 5/31/2026

 

Award Number:

  

PDEV-19164

  

Project Period Start:

  

2026-04-01

Awardee Name:

  

Scribe Therapeutics

  

Project Period End (estimated):

  

2029-03-31

Principal Investigator:

  

Brett Staahl

  

Total Award Amount:

  

$12,714,480

Project Title:

  

A First-in-Class CIRSPR-CasX Gene Editing Therapy for Lowering Lp(a) to Prevent Cardiovascular Events

 

Authorized Organizational Official and Address:

  

Electronic Remittance Advice will be sent to:

Sunny Mok

SVP of Operations

1150 Marina Village Pkwy

Alameda, CA 94501

  

[*]

…

SCRIBE THERAPEUTICS INC.

May 8, 2023

David Parrot

 

 

Re:

EMPLOYMENT AGREEMENT

Dear David:

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Scribe Therapeutics Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

1. Duties and Scope of Employment.

…

SCRIBE THERAPEUTICS INC.

September 11, 2022

Svetlana Lucas

 

 

Re:

EMPLOYMENT AGREEMENT

Dear Svetlana:

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Scribe Therapeutics Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

1. Duties and Scope of Employment.

…

Execution Copy

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,

MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND

WOULD LIKELY CAUSE COMPETITIVE HARM TO SCRIBE THERAPEUTICS INC.

IF PUBLICLY DISCLOSED.

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”) is entered into as of June 19, 2023 (the “Effective Date”) by and between SCRIBE THERAPEUTICS INC., a Delaware corporation with an address at 1150 Marina Village Parkway, Alameda, CA 94501 (“Scribe”), and GENZYME CORPORATION, a Massachusetts corporation with an address at 450 Water Street, Cambridge, MA 02141 (“Sanofi”). Sanofi and Scribe are each hereafter referred to individually as a “Party” and together as the “Parties.”

WHEREAS, Scribe is a biotechnology company that has certain expertise and proprietary rights relating to a next-generation gene editing platform (CRISPR/CasXE);

…

SCRIBE THERAPEUTICS, INC.

SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENT

This Scientific Advisory Board Member Agreement (this “Agreement”) is made and entered into as of October 27, 2021 (the “Effective Date”) by and between Scribe Therapeutics, Inc., a Delaware corporation having an address at 150 Marina Village Pkwy, Alameda, CA 94501 (the “Company”), and Jennifer Doudna (“Member”), an individual having an address at          .

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

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

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

1. SERVICES, CONSIDERATION AND NATURE OF SCIENTIFIC ADVISORY BOARD

…

SCRIBE THERAPEUTICS INC.

October 12, 2021

Benjamin Oakes

 

 

Re:

EMPLOYMENT AGREEMENT

Dear Ben:

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Scribe Therapeutics Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

1. Duties and Scope of Employment.

…

MARINA VILLAGE

LEASE

G&I IX MARINA VILLAGE OFFICE PARK LP,

a Delaware limited partnership

as Landlord,

and

SCRIBE THERAPEUTICS INC.,

a Delaware corporation

as Tenant

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SUMMARY OF BASIC LEASE INFORMATION

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

 

TERMS OF LEASE

(References are to the Lease)

  

DESCRIPTION

1.  Date:

  

August 15, 2019

2.  Landlord:

  

G&I IX MARINA VILLAGE OFFICE PARK LP,

a Delaware limited partnership

3.  Address of Landlord (Section 24.19):

  

G&I IX Marina Village Office Park LP

c/o DRA Advisors LLC

220 East 42nd Street

27th Floor

New York, NY 10017

Attention: Asset Manager

…

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

NOTICE OF AWARD – PDEV Awards: Funding Opportunity for Preclinical Stage Projects California Institute for Regenerative Medicine

Issue Date: 5/26/2026

 

Award Number:

  

PDEV-19150

  

Project Period Start:

  

2026-04-01

Awardee Name:

  

Scribe Therapeutics

  

Project Period End (estimated):

  

2029-09-30

Principal Investigator:

  

Brett Staahl

  

Total Award Amount:

  

$13,000,000

Project Title:

  

A first-in-class CRISPR-CasX gene editor silencing APOC3 transcription for the treatment of Severe Hypertriglyceridemia

 

Authorized Organizational Official and Address:

  

Electronic Remittance Advice will be sent to:

Sunny Mok

  

[*]

SVP of Operations

  

1150 Marina Village Pkwy

Alameda, CA 94501

…