Dated January 17, 2023 Business Combination AgreementBusiness Combination Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks • Delaware
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks
Equity Commitment LetterAPRINOIA Therapeutics Holdings LTD • January 18th, 2023 • Blank checks • Delaware
Reference is made to that certain Business Combination Agreement, dated as of January 17, 2023 (the “Business Combination Agreement”), by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the other parties thereto. Capitalized terms used herein but not otherwise defined shall have the respective meanings given to such terms in the Business Combination Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [ ● ], is made and entered into by and among APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the undersigned (the “Shareholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
FORM OF SHAREHOLDER SUPPORT DEEDAPRINOIA Therapeutics Holdings LTD • January 18th, 2023 • Blank checks • Delaware
This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of [*], 2023 by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2023, is entered into by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “SPAC”), APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Aprinoia Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), and Ross Holding Company LLC, a Cayman Islands limited liability company (“Sponsor”) of SPAC. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (defined below).
FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated [●], is made by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Aprinoia Therapeutics Holdings Limited, an exempted company incorporated with limited liability 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 March 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
FORM OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks • Delaware
This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is entered into as of [ ], by and among (i) APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (ii) Ross Holding Company LLC, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Sponsor”), (iii) the other parties listed on Schedule II hereto as “Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), (iv) Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), and (v) the parties listed on Schedule I hereto (each a “Company Holder”, and collectively the “Company Holders”). Each of the Company Holders and the Sponsor Holders, and each Person who becomes a party to this Agreement pursuant to Section 6.2, is referred to
