FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTRegistration Rights Agreement • April 13th, 2022 • Alpha Capital Holdco Co • Services-computer programming services • Delaware
This First Amendment (this “Amendment”) to that certain Business Combination Agreement, dated as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Merger Sub I Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Alpha Merger Sub II Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub”), Alpha Merger Sub III Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with First Merger Sub and Second Merger Sub, the “Merger Subs”), Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (the “Company”) and A
Letterhead]Semantix, Inc. • January 27th, 2023 • Services-computer programming services
As you may know, Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (“Semantix”) has entered into the Business Combination Agreement, dated as of November 16, 2021, as amended (the “BCA”) by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company, Alpha Capital Holdco Company, a Cayman Islands exempted company (“New Semantix”) and certain other affiliated parties to New Semantix. The transactions contemplated under the BCA will, among other things, result in Semantix becoming a wholly owned indirect subsidiary of New Semantix, and all ordinary and preferred shares of Semantix, including its Class A Preferred Shares, will be converted into Ordinary Shares of New Semantix (collectively, the “Transactions”).
SHAREHOLDERS AGREEMENT BETWEEN EXCELLA GESTÃO DE SAÚDE POPULACIONAL LTDA., SEMANTIX PARTICIPAÇÕES S.A, AND, ADDITIONALLY, AS A CONSENTING INTERVENING PARTY, TRADIMUS S.A. DATED MAY 26, 2021Shareholders Agreement • April 13th, 2022 • Alpha Capital Holdco Co • Services-computer programming services
WHEREAS, on March 27, 2020, Excella and Semantix Tecnologia em Sistema de Informação S.A., a corporation registered with the CNPJ under No. 09.162.524/0001-53 (“Semantix Tecnologia”) entered into a Memorandum of Understanding, which formalized initial terms on the execution of a partnership based on the synergy of their operations, in order to enable, with the maximum potential success, efficiency and benefits in services related to data management in healthcare through digital platforms and other means agreed between the Parties (“MOU”);
