REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), Pyrophyte Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2021 by and between Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Pyrophyte Acquisition Corp. 3262 Westheimer Rd., Suite 706 Houston, Texas 77098Pyrophyte Acquisition Corp. • October 5th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 12, 2021 by and between Pyrophyte Acquisition LLC, a limited liability company incorporated in the State of Delaware (the “Subscriber” or “you”), and Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Pyrophyte Acquisition LLC, a Cayman Islands exempted limited liability company (the “Sponsor” or the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 14th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between PYROPHYTE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Pyrophyte Acquisition Corp.Letter Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below
WARRANT AGREEMENTWarrant Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2021, is by and between Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
17,500,000 Units ($10.00 per Unit) Underwriting AgreementUnderwriting Agreement • October 14th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
Pyrophyte ACQUISITION CORP. 17,500,000 Units ($10.00 per Unit) Underwriting AgreementUnderwriting Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • October 5th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Pyrophyte Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 13, 2023, by and between Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“Pyrophyte”), Sio Silica Corporation, an Alberta corporation (“Sio”), Sio Silica Incorporated., a newly-formed Alberta corporation formed solely for the purposes of engaging in the Transaction (as defined below) and wholly owned by Feisal Somji, a nominee of Sio (“Sio NewCo” and unless otherwise indicated or the context otherwise requires, by virtue of, and with effect from, the Assumption (as defined below), becoming effective, all references herein to Sio NewCo shall refer to the newly formed corporate entity resulting from the SPAC Amalgamation (as defined below), which is also referred to as the “Issuer”), and the undersigned subscriber (“Subscriber”).
LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
This Lock-Up Agreement (this “Agreement”) is made and entered into as of November 13, by and among the Lock-Up Shareholders (as defined in the Business Combination Agreement) (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) and Sio Silica Incorporated, an Alberta corporation (such entity, following the Business Combination (as defined below), “New SPAC”). 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).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks
THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2023 by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“Pyrophyte” or the “Issuer”), Verition Multi-Strategy Master Fund Ltd., a Cayman Islands exempted company with limited liability and a holder of certain Pyrophyte Class A Shares (as defined below) (the “Pyrophyte Shareholder”), and Sio Silica Incorporated, a newly-formed Alberta corporation formed solely for the purposes of engaging in the Transaction (as defined below) and wholly owned by Feisal Somji, a nominee of Sio (as defined below) (“Sio Newco” and following the consummation of the transactions contemplated by the Business Combination Agreement (as defined below), “New SPAC”). Each of Pyrophyte, the Pyrophyte Shareholder, and Sio Newco will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascr
BUSINESS COMBINATION AGREEMENT by and among PYROPHYTE ACQUISITION CORP., SIO SILICA CORPORATION, SNOWBANK NEWCO ALBERTA ULC, and SIO SILICA INCORPORATED Dated as of November 13, 2023Business Combination Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
This BUSINESS COMBINATION AGREEMENT, dated as of November 13, 2023 (this “Agreement”), is by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Sio Silica Corporation, an Alberta corporation (the “Company”), Snowbank NewCo Alberta ULC, an Alberta unlimited liability corporation (“NewCo”), and Sio Silica Incorporated, an Alberta corporation (“Sio NewCo” and, together with SPAC, the Company and NewCo, collectively, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Article I.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of November 13, 2023, is entered into by and among Sio Silica Incorporated, an Alberta corporation (“Sio Silica Incorporated”), Sio Silica Corporation, an Alberta corporation (the “Company”), Pyrophyte Acquisition LLC, a Delaware limited liability company (“Sponsor”), Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and, solely for the purpose of Section 25, the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”).
FORM OF SUPPORT AGREEMENTForm of Support Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, the Company, Snowbank Newco Alberta ULC, an Alberta unlimited liability corporation (“NewCo”), and Sio Silica Incorporated, an Alberta corporation (“Sio NewCo”), have entered into a business combination agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”) regarding a proposed arrangement under section 193 of the Business Corporations Act (Alberta) pursuant to which, by means of the Arrangement, Sio NewCo and SPAC will amalgamate (the “SPAC Amalgamation”) at the SPAC Amalgamation Effective Time, with Sio NewCo continuing as the surviving company after the SPAC Amalgamation, followed by an amalgamation of the Company and NewCo (the “Company Amalgamation”) at the Company Amalgamation Effective Time, with the Company continuing as the surviving company after the Company Amalgamation;
PYROPHYTE ACQUISITIONS CORP.Letter Agreement • October 29th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Pyrophyte Acquisitions Corp. (the “Company”) and Pyrophyte Acquisition LLC (the “Sponsor”), 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 New York Stock Exchange (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”):
PYROPHYTE ACQUISITION CORP. Suite 706 Houston, TX 77098Letter Agreement • October 14th, 2021 • Pyrophyte Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Pyrophyte Acquisition Corp. (the “Company”) and Pyrophyte Acquisition LLC (the “Sponsor”), 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 New York Stock Exchange (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”):
