Browse EX-10 agreements

FIRST AMENDMENT TO THE
TRAWS PHARMA, INC. 2021 INCENTIVE COMPENSATION PLAN

Effective as of November 21, 2025, Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc.) (the “Company”) established the Traws Pharma, Inc. 2021 Incentive Compensation Plan (the “Plan”). By adoption of this instrument, the Company now desires to amend the Plan to increase the number of shares of stock reserved and available for grant pursuant to the Plan by an additional 2,000,000 shares and to make certain other changes to the Plan as set forth in this First Amendment.

1.             This First Amendment shall be effective as of the date it is approved by the stockholders at the Company’s 2026 Annual Meeting of Stockholders and shall be void in the absence of such approval.

2.             Section 2(c) of the Plan (Committee Authority) is hereby amended and restated in its entirety to read as follows:

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**ADVISOR AGREEMENT **

This Advisor Agreement is entered into between Coinbase, Inc.** **(“Company”) and the advisor named on the signature page hereto (“Advisor”) as of the date Advisor and Company sign this Advisor Agreement (“Effective Date”). Company and Advisor agree as follows:

1. Services. Advisor shall serve as an advisor to the Company from August 1, 2026 to October 31, 2026 (“Term”). Advisor will provide advising and transitional services to the Company, including, without limitation, meeting with members of the Company’s leadership team regarding product, legal and regulatory strategy and other matters and such other services as requested by the Company’s management (the “Services”). Advisor represents that Advisor has the qualifications, the experience and the ability to properly perform the Services. Advisor shall use commercially reasonable efforts to perform the Services such that the results are satisfactory to the Company.

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SOFTWARE PURCHASE AGREEMENT

This Software Purchase Agreement (the “Agreement”) is entered into as of April 15, 2026, by and between:

Jaovi Inc., a corporation organized under the laws of the State of Wyoming, with its principal office at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (“Buyer”),

and

ProArea OÜ, a company organized under the laws of Estonia, with its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Kaupmehe tn 7-120, 10114 Estonia (“Seller”).

Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties.”

1.    PURCHASE AND SALE

Seller agrees to sell, assign, and transfer to Buyer, and Buyer agrees to purchase from Seller, all rights, title, and interest in and to the software described in Section 2 (the “Software”), subject to the terms and conditions of this Agreement.

2.    DESCRIPTION OF SOFTWARE

The Software consists of a cloud-based project management and team collaboration platform, including but not limited to:

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SUBSCRIPTION AGREEMENT

** **

This Subscription Agreement (“Agreement”) is entered into by and between Jaovi Inc., a Wyoming corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).

The Subscriber hereby subscribes to purchase shares of common stock of the Company pursuant to the terms of the Company’s Prospectus and agrees as follows:

I. Subscription

**

The Subscriber hereby agrees to subscribe for and purchase shares of the Company’s common stock pursuant to the terms and conditions set forth in this Agreement and the Company’s Prospectus.

The purchase price of the Company’s common stock is $0.0001 per share.

The number of shares subscribed for and the total subscription amount shall be set forth in the Subscriber Information section of this Agreement.

II. Payment

Payment for the subscribed shares has been paid in full to the Company in cash, payable to Jaovi Inc. The subscription funds shall be delivered together with this executed Subscription Agreement.

III. Acceptance of Subscription

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CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into as of May 1, 2026 (the “Effective Date”), by and between:

Jaovi Inc., a Wyoming corporation, with its principal executive office located at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (the “Company”),

and

Jorge Alberto Oviedo Mora, an individual residing at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (the “Consultant”).

The Company and Consultant may each be referred to herein individually as a “Party” and collectively as the “Parties.”

I. Services

Consultant agrees to provide consulting, operational, business development, administrative, and strategic advisory services to the Company in connection with the development, management, and expansion of the Jaovi platform and the Company’s business operations (the “Services”).

Such Services may include, without limitation:

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JAOVI INC.

(the “Corporation”)

Minutes of a Meeting of the Directors of The Company Held on March 30, 2026

at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica

Present: Jorge Alberto Oviedo Mora

Jorge Alberto Oviedo Mora took the chair and acted as the Recording Secretary of the Meeting.

**

Issuance of Shares

WHEREAS, the Corporation is authorized to issue shares of its capital stock pursuant to its Articles of Incorporation;

WHEREAS the subscriber has agreed to subscribe for and has paid for shares of common stock in the capital of the Company;

UPON MOTION, IT WAS RESOLVED that 2,000,000 shares of common stock in the capital of the Company subscribed for as follows at a price of $0.0001 per share be issued as fully paid and non-assessable to the subscriber:

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2026, is made and entered into by and among 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 undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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 5,980,714 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), up to 803,571 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised;

WHEREAS, the Sponsor transferred an aggregate of 180,000 Founder Shares to director nominees and certain members of the Company;

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**BOA ACQUISITION CORP. II **

P.O. Box 309, Ugland House

Grand Cayman, George Town

KY1-1104 Cayman Islands

August 8, 2025

Bet on America II Sponsor LLC

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

RE: Securities Subscription Agreement

Ladies and Gentlemen:

BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class****** B Shares**”), up to 1,000,000 of which are subject to forfeiture by you if (i) the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) of units (“Units”) or (ii) if the total number of Units offered and sold in the IPO (including any Units issued following exercise of

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-290732) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”) and one right to receive one Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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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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**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 purchaser named on Exhibit A** hereto (the “Purchaser”).

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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**PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT **

This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this [•] day of [•], 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”), for itself and on behalf of the several purchasers named on Exhibit A hereto (collectively, the “Purchasers”).

WHEREAS, the Company desires to sell to the Sponsor, on a private placement basis (the “Offering”), an aggregate of 201,500 units (the “Private Placement Units”) of the Company, each Private Placement 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 Class A Ordinary Share (the “Rights Shares”) upon consummation of the Company’s initial Business Combination (as defined below), for an aggregate purchase price of $2,015,000;

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