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”).
FORM OF INVESTMENT AGREEMENTInvestment Agreement • April 25th, 2022 • XPAC Acquisition Corp. • Blank checks
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2022 (the “Effective Date”) 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 undersigned parties listed on Schedule A hereto as the holder of Equity Interests (as defined below) (each such party, acting directly or indirectly through one or more of its Shareholder Entities, if any, an “Equity Holder” and collectively, “Equity Holders”), and, as intervening parties, each of the undersigned parties listed on Schedule A hereto as the holder of Options (as defined below) (each such party, an “Optionee” and collectively, “Optionees”). Each of the Company, the XPAC, the Equity Holders and the Optionees will individually be referred to herein as a “Party” and, collectively, as the “
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”).
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
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
