Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 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”).

RECITALS

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 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 [Pine Tree Sponsor Group, LLC][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 one-fourth of one Share upon the completion of an initial business combination (each, a “Right”).

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

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**  EXHIBIT 10.1**

_______________, 2026

Pine Tree Acquisition Corp.

418 Broadway, #6538

Albany, NY 12207

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 Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 right (the “Rights”). Each Right entitles the holder to receive one-fourth of one Class A Ordinary Share upon consummation of a Business Combination (defined b

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Exhibit 10.10

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THIS AMENDED AND RESTATED 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.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $350,000	Dated as of June 30, 2026

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**PRIVATE PLACEMENT UNITS AND FOUNDERS SHARES SUBSCRIPTION AGREEMENT **

This Private Placement Units and Founders Shares Subscription Agreement (this “Agreement”) is made as of this [●] day of July, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the purchasers named on Exhibit A** hereto (the “Purchasers”).

WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 20,000 units (the “Private Placement Units”) of the Company (the “Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class****** A** Ordinary Shares”) and one right (the “Rights”) to receive one of a Class A Ordinary Share (the “Rights Shares”) upon consummation of the initial Business Combination (as defined below) for an aggregate purchase price of $200,000;

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[•], 2026

BOA Acquisition Corp. II

2600 Virginia Ave NW

Suite T23 Management Office

Washington, D.C. 20037

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 among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 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 right (“Right”) to receive one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering

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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);

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**SCRIBE THERAPEUTICS INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY **

Each member of the Board of Directors (the “Board”) of Scribe Therapeutics Inc. (the “Company”) who is a non-employee director of the Company (each, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for such Non-Employee Director’s service on the Board. This Policy is effective as of the closing of the sale of shares of the Company’s common stock (the “Common Stock”) to the public pursuant to a registration statement declared effective by the U.S. Securities and Exchange Commission (the “IPO” and such date, the “Effective Date”). This Policy may be amended or terminated at any time in the sole discretion of the Board.

1.	**Cash Compensation **

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**SCRIBE THERAPEUTICS INC. **

**2026 EQUITY INCENTIVE PLAN **

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section*** 28* of this Plan.

2.	**SHARES SUBJECT TO THIS PLAN. **

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**SCRIBE THERAPEUTICS, INC. **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

1.  PURPOSE. The purpose of this Plan is to provide eligible employees of Scribe Therapeutics, Inc. (the “Company”) and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such employees’ sense of participation in the affairs of the Company. Capitalized terms not defined elsewhere in the text are defined in Section 28 of this Plan.

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**STOCK PURCHASE AGREEMENT **

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 17, 2026 (the “Effective Date”), by and between Aventis Inc., a Pennsylvania corporation (the “Investor”), and Scribe Therapeutics Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company is proposing to issue and sell to the Investor (the “Offering”) the lesser of (i) $7,500,000 of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) Common Stock representing 4.99% of the outstanding Common Stock of the Company immediately following the Closing (as defined herein), contemporaneously with the Company’s initial public offering of Common Stock (“IPO”, pursuant to the terms and subject to the conditions set forth in this Agreement;

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