REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • Forbion Growth Sponsor FEAC I B.V. • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”), dated effective as of [•], 2023 (the “Effective Date”), is made by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), each of the parties listed on Schedule A hereto as a “Sponsor Holder” (each, a “Sponsor Holder” and collectively, the “Sponsor Holders”), and each of the parties listed on Schedule A hereto as an “enGene Holder” (each, an “enGene Holder” and collectively, the “enGene Holders”, and, together with the Sponsor Holders, each, a “Holder” and collectively, the “Holders”).
FORM OF SUBSCRIPTION AGREEMENT SIDE LETTERForm of Subscription Agreement Side Letter • November 13th, 2023 • Forbion Growth Sponsor FEAC I B.V. • Biological products, (no disgnostic substances)
THIS SUBSCRIPTION AGREEMENT SIDE LETTER (this “Agreement”) is made and entered into as of May 16th, 2023 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”) and [•] (the “Investor”). Each of the FEAC, Newco and the Investor will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Subscription Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2023 • Forbion Growth Sponsor FEAC I B.V. • Biological products, (no disgnostic substances) • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 16th day of May 2023, by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
SPONSOR AND INSIDERS LETTER AGREEMENTSponsor and Insiders Letter Agreement • November 13th, 2023 • Forbion Growth Sponsor FEAC I B.V. • Biological products, (no disgnostic substances)
This Sponsor and Insiders Letter Agreement (the “Agreement”) is made as of May 16th, 2023, by and among enGene Inc., a corporation incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Sponsor”), each of the other parties to the Insider Letter (as defined below) set forth on the signature pages hereto (the “Insiders”), and Forbion Growth Opportunities Fund I Cooperatief U.A., a cooperative association (coöperatie) with exempted liability incorporated in the Netherlands (“Sponsor Parent” and, together with Sponsor, the “Sponsor Parties”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the Business
Joint Filing AgreementJoint Filing Agreement • February 14th, 2022 • Forbion Growth Sponsor FEAC I B.V. • Blank checks
The undersigned hereby agree that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, a statement on Schedule 13D (including amendments thereto) with respect to the Class A Ordinary Shares of Forbion European Acquisition Corp and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Joint Filing AgreementJoint Filing Agreement • November 13th, 2023 • Forbion Growth Sponsor FEAC I B.V. • Biological products, (no disgnostic substances)
The undersigned hereby agree that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of enGene Holdings Inc. and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
