REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2021, is made and entered into by and among XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
XPAC Acquisition Corp.XPAC Acquisition Corp. • May 13th, 2021 • Blank checks • New York
XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if 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”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used here
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between XPAC Acquisition Corp, a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
XPAC Acquisition Corp. 55 West 46th Street, 30th floor New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) fi
WARRANT AGREEMENT XPAC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 29, 2021Warrant Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated July 29, 2021, is by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and amongBusiness Combination Agreement and Plan of Merger • December 5th, 2023 • Zalatoris II Acquisition Corp • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 5, 2023, by and among:
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between XPAC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
TERMINATION OF the business combination AGREEMENTBusiness Combination Agreement • May 4th, 2023 • XPAC Acquisition Corp. • Blank checks
This Termination of the Business Combination Agreement, dated as ofMay 3, 2023 (this "Termination Agreement"), is entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands ("PubCo"), (ii) XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands ("XPAC"), (iii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo ("Merger Sub 1"), (iv) BAC2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo ("Merger Sub 2"), (v) Newco BAC Holdings, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands ("Newco"), and (vi) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Brazil (the "Compan
XPAC Acquisition Corp.Administrative Services Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between XPAC Acquisition Corp. (the “Company”) and XPAC Sponsor LLC (the “Provider”), 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 Nasdaq Capital Market (the “Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 55 West 46th Street, 30th floor, New York, NY 10036 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Com
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between XPAC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ContractZalatoris II Acquisition Corp • January 10th, 2024 • Blank checks • New York
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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2022 • XPAC Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among SuperBac Corp. (formerly named SUPERBAC PubCo Holdings Inc.) , an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), [•] (the “Existing SuperBac Shareholders”) and each of the other undersigned parties hereto (each of the Sponsor, the Existing SuperBac Shareholders, the other undersigned parties hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, a “Holder” and collectively the “Holders”).
XPAC ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2021 • XPAC Acquisition Corp. • Blank checks • New York
XPAC Acquisition Corp., a Cayman Islands exempted company (the "Company"), proposes to issue and sell to the underwriter listed in Schedule I hereto (the "Underwriter"), an aggregate of 20,000,000 units of the Company (the "Underwritten Securities") (the "Offering"). The Company also proposes to grant to the Underwriter an option to purchase up to 3,000,000 additional units to cover over-allotments (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
INVESTMENT AGREEMENTInvestment Agreement • May 13th, 2022 • XPAC Acquisition Corp. • Blank checks
FIRST AMENDMENT AGREEMENT TO BUSINESS COMBINATION AGREEMENTFirst Amendment Agreement • December 2nd, 2022 • XPAC Acquisition Corp. • Blank checks
This First Amendment Agreement, dated as of December 2, 2022 (this “Amendment Agreement”), to the Business Combination Agreement, dated as of April 25, 2022 (the “Original Business Combination Agreement”), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), (iii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) BAC2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), (v) Newco BAC Holdings, Inc., an exempted company incorporated with limited liability in the Cayman Islands, and (vi) SuperBac Biotechnology
LOCK-UP AGREEMENTLock-Up Agreement • April 25th, 2022 • XPAC Acquisition Corp. • Blank checks
This Lock-Up Agreement (this “Agreement”) is made as of April 25, 2022, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Brazil (the “Company”), (iii) XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), (iv) XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (v) each of the undersigned parties listed on the signature pages hereto under “Equity Holders” (each such undersigned party, an “Equity Holder”).
ContractThe Letter Agreement • July 27th, 2023 • XPAC Acquisition Corp. • Blank checks • New York
This JOINDER TO THE LETTER AGREEMENT (this “Joinder”), dated as of July 27, 2023, is entered into by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and J. Streicher Holdings, LLC (the “New Sponsor”).
FORM OF JOINDER AGREEMENTForm of Joinder Agreement • June 2nd, 2022 • XPAC Acquisition Corp. • Blank checks
This Joinder Agreement (this “Agreement”) is made as of [●], by [●] (“Joining Equity Holder”), pursuant to, and in accordance with, the Investment Agreement dated as of April 26, 2022 ("Investment Agreement"), by and among SuperBac Biotechnology Solutions S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil (the “Company”), XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), and each of the parties listed on Schedule A to the Investment Agreement as the holder of Equity Interests (as defined in the Investment Agreement), and as intervening parties, each of the parties listed on Schedule A to the Investment Agreement as the holder of Options (as defined in the Investment Agreement). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Investment Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 25th, 2022 • XPAC Acquisition Corp. • Blank checks
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2022 (the “Effective Date”) by and among SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of Brazil (“Company”), XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), and each of the undersigned parties listed on Schedule A hereto as the holder of Equity Interests (as defined below) (each such party, an “Equity Holder” and collectively, “Equity Holders”). Each of PubCo, the Company, XPAC, the Equity Holders and any other party that joins this Agreement from time to time 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 ascribed to such terms in the Bu
PURCHASE AND SPONSOR HANDOVER AGREEMENTPurchase and Sponsor Handover Agreement • July 10th, 2023 • XPAC Acquisition Corp. • Blank checks • New York
This PURCHASE AND SPONSOR HANDOVER AGREEMENT (this “Agreement”) is dated as of July 10, 2023, by and among J. Streicher Holdings, LLC, (the “New Sponsor”), XPAC Acquisition Corp., a Cayman Islands exempted company (“SPAC”), XPAC Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
SUPPORT AGREEMENTSupport Agreement • December 5th, 2023 • Zalatoris II Acquisition Corp • Blank checks
FORM OF JOINDER AGREEMENTForm of Joinder Agreement • June 2nd, 2022 • XPAC Acquisition Corp. • Blank checks
This Joinder Agreement (this “Agreement”) is made as of [●], by [●] (“Joining Equity Holder”), pursuant to, and in accordance with, the Lock-Up Agreement dated as of April 25, 2022, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Brazil (the “Company”), (iii) XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), (iv) XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and (v) each of the Equity Holders named therein (the “Lock-Up Agreement”). This document shall constitute a Joinder under Section 5 of the Lock-Up Agreement. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Lock-Up Agreement.
FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Among XPAC ACQUISITION CORP., SUPERBAC PUBCO HOLDINGS INC., And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022Assignment, Assumption and Amendment Agreement • April 25th, 2022 • XPAC Acquisition Corp. • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2022, is made by and among XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated July 29, 2021, by and between XPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
XPAC Acquisition Corp. 55 West 46th Street, 30th Floor New York, NY 10036 SuperBac Corp. Rua Arizona, 491, 7th and 8th Floors Brooklin São Paulo, SP 04567-001 SuperBac Biotechnology Solutions S.A. Rua Arizona, 491, 7th and 8th Floors Brooklin São...XPAC Acquisition Corp. • April 25th, 2022 • Blank checks
Reference is made in this letter agreement (this “Sponsor Support Agreement”) to that certain Business Combination Agreement, dated as of the date hereof, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), (iii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) BAC2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (v) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of Brazil (“SuperBac”) (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the
ContractLetter Agreement • July 27th, 2023 • XPAC Acquisition Corp. • Blank checks • New York
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of July 27, 2023, is entered into by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
