Voyager Acquisition Corp./Cayman Islands Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 8, 2024, is made and entered into by and among Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (collectively the “Underwriters” and together with the Sponsor, the “Purchasers”) 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 • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Voyager Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _______________, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENT between VOYAGER ACQUISITION CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: August 8, 2024 VOYAGER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
The undersigned, Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 8, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
WHEREAS, on January 11, 2024, Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
WARRANT AGREEMENTWarrant Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 8, 2024, is by and between Voyager 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 INDEMNITY AGREEMENTIndemnification Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Voyager Acquisition Corp. Brooklyn, New York 11201Underwriting Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • 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 by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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 “Public 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). The Units will be sold
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 8, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (the “Purchasers”).
ADVISOR AGREEMENTAdvisor Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
This ADVISOR AGREEMENT is entered into as of this 8th day of August, 2024 (the “Agreement”), by and between Voyager Acquisition Corp. (the “Company”), and Adeel Rouf (“Advisor”). The Company and Advisor are referred to individually as a “Party” and collectively as the “Parties.”
BUSINESS COMBINATION AGREEMENT by and among VOYAGER ACQUISITION CORP., VERAXA BIOTECH AG and Oliver Baumann dated as of April 22, 2025Business Combination Agreement • April 23rd, 2025 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
This Business Combination Agreement (this “Agreement”), dated as of April 22, 2025 (the “Signing Date”), is made and entered into by and among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland (the “Company”), and Oliver Baumann, an individual, solely in his capacity as representative for the Company Shareholders (the “Shareholder Representative”).
Voyager Acquisition Corp. Brooklyn, NY 11201Administrative Services Agreement • August 14th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
This letter agreement (this “Agreement”) by and between Voyager Acquisition Corp. (the “Company”) and Voyager Acquisition Sponsor Holdco LLC (“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 Nasdaq Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractShareholders’ Agreement • September 29th, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This is a translation into English of the official German version of the agreement. In the event of a conflict between the English and German texts, the German text shall prevail.
ContractService Level Agreement • September 29th, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This is a translation into English of the official German version of the agreement. In the event of a conflict between the English and German texts, the German text shall prevail.
ContractSecurities Lending Agreement • September 29th, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This is a translation into English of the official German version of the agreement. In the event of a conflict between the English and German texts, the German text shall prevail.
First Amendment to Voting, Support and Lock-Up AgreementVoting, Support and Lock-Up Agreement • February 13th, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This First Amendment to Voting, Support and Lock-Up Agreement (this “Amendment”), dated as of February 12, 2026, is entered into by and among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), VERAXA Biotech AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”) and the persons listed on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
ContractPatent, Know-How, and Software License Agreement • September 29th, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This is a translation into English of the official German version of the agreement. In the event of a conflict between the English and German texts, the German text shall prevail.
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 21st, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This Amendment (this “Amendment”) to the Business Combination Agreement dated as of October 18, 2025 is entered into by and among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Voyager”), and Veraxa Biotech AG, a public limited company organized under the laws of Switzerland (the “Company”). Each of Voyager and the Company are referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Original Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • May 29th, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of May 27, 2026, by and among VOYAGER ACQUISITION CORP., a Cayman Islands exempted company (“Voyager”), VERAXA BIOTECH HOLDING AG, a public limited company organized under the Laws of Switzerland (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
ContractVoting, Support and Lock-Up Agreement • April 23rd, 2025 • Voyager Acquisition Corp./Cayman Islands • Blank checks
VOTING, SUPPORT AND LOCK-UP AGREEMENT, dated as of April 22, 2025 (this “Agreement”), among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), VERAXA Biotech AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
First Amendment to SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 3rd, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This First Amendment to Sponsor Support Agreement (this “Amendment”), dated as of February 2, 2026, is entered into by and among VERAXA Biotech AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”), Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Sponsor”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
ContractVoting, Support and Lock-Up Agreement • July 31st, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
VOTING, SUPPORT AND LOCK-UP AGREEMENT, dated as of April 22, 2025 (this “Agreement”), among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), VERAXA Biotech AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
ContractSponsor Support Agreement • April 23rd, 2025 • Voyager Acquisition Corp./Cayman Islands • Blank checks
SPONSOR SUPPORT AGREEMENT, dated as of April 22, 2025 (this “Agreement”), among VERAXA Biotech AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”), Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Sponsor”).
JOINDER AGREEMENTJoinder Agreement • July 16th, 2025 • Voyager Acquisition Corp./Cayman Islands • Blank checks
This JOINDER AGREEMENT, dated as of July 16, 2025 (this “Joinder Agreement”), to that certain business combination agreement and plan of merger, dated April 22, 2025 (the “BCA”), by and among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland (the “Company”), and Oliver Baumann, an individual, solely in his capacity as representative for the Company Shareholders (the “Shareholder Representative”), is made and entered into as of the date hereof by and among SPAC, the Company, the Shareholder Representative, Veraxa Biotech Holding AG, a public company organized under the Laws of Switzerland (“Pubco”), and Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of PubCo (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 27, 2026, by and among VOYAGER ACQUISITION CORP., a Cayman Islands exempted company (“Voyager”), VERAXA BIOTECH HOLDING AG, a public limited company organized under the Laws of Switzerland (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Voyager Acquisition Corp. Houston, TX 77002Administrative Services Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
This letter agreement (this “Agreement”) by and between Voyager Acquisition Corp. (the “Company”) and Voyager Acquisition Sponsor Holdco LLC (“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 Nasdaq Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Voyager Acquisition Corp.Underwriting Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • 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 by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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 “Public 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). The Units will be sold
Veraxa Biotech GmbH (as Pledgor) and HBC Collateral Agent LLC (as Collateral Agent) PLEDGE OF IP RIGHTS AGREEMENT Maximilianstrasse 13 80539 Munich, Germany Tel: +49.89.2080.3.8000 www.lw.com Contact: Dr. Christian Jahn CONTENTSPledge of Ip Rights Agreement • May 29th, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10)(IV). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. License...License Agreement • November 28th, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances) • Delaware
ContractShare Contribution Agreement • September 29th, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This is a translation into English of the official German version of the agreement. In the event of a conflict between the English and German texts, the German text shall prevail.
Veraxa BioTech GmbH (as Pledgor) and HBC Collateral Agent LLC (as Collateral Agent) ACCOUNT PLEDGE AGREEMENT Maximilianstrasse 13 80539 Munich, Germany Tel: +49.89.2080.3.8000 www.lw.com Contact: Dr. Christian Jahn CONTENTSAccount Pledge Agreement • May 29th, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
SECOND AMENDMENT AND WAIVER TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 3rd, 2026 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
This Second Amendment and Waiver (this “Amendment”) to the Business Combination Agreement dated as of February 2, 2026 is entered into by and between Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Voyager”), and Veraxa Biotech AG, a public limited company organized under the laws of Switzerland (the “Company”). Each of Voyager and the Company are referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Original Agreement (as defined below).
ContractSponsor Support Agreement • July 31st, 2025 • Voyager Acquisition Corp./Cayman Islands • Biological products, (no disgnostic substances)
SPONSOR SUPPORT AGREEMENT, dated as of April 22, 2025 (this “Agreement”), among VERAXA Biotech AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”), Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Sponsor”).