INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2021 • European Biotech Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”).
10,000,000 Units European Biotech Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2021 • European Biotech Acquisition Corp. • Blank checks • New York
EUROPEAN BIOTECH ACQUISITION CORP. Johannes Vermeerplein 9European Biotech Acquisition Corp. • March 4th, 2021 • Blank checks • New York
We are pleased to accept the offer LSP Sponsor EBAC B.V. (the “Subscriber” or “you”) has made to subscribe for and purchase 2,875,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 375,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 18th, 2021 • European Biotech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), LSP Sponsor EBAC B.V., a Dutch limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
European Biotech Acquisition Corp. Johannes Vermeerplein 9 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Kempen & Co U.S.A., Inc. New York NY 10022 United States of AmericaLetter Agreement • March 18th, 2021 • European Biotech 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 by and among European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and Kempen & Co U.S.A., Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 12,000,000 of the Company’s units (including 1,800,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), 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 wi
WARRANT AGREEMENT EUROPEAN BIOTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 15, 2021Warrant Agreement • March 18th, 2021 • European Biotech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 15, 2021, is by and between European Biotech 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2021 • European Biotech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 15, 2021 by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 18th, 2021 • European Biotech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 15, 2021, is entered into by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LSP Sponsor EBAC B.V., a Dutch limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2023 • European Biotech Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 26th day of January 2023, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
LICENSE AGREEMENTLicense Agreement • November 7th, 2022 • European Biotech Acquisition Corp. • Blank checks
This LICENSE AGREEMENT (collectively with all Appendices hereto, “Agreement”) is entered into as of January 29, 2022 (“Effective Date”), by and between:
CONVERTIBLE LOAN AGREEMENT made as of 26 January 2023 by and amongConvertible Loan Agreement • January 30th, 2023 • European Biotech Acquisition Corp. • Blank checks
Earlybird Health II Fund GmbH & Co. KG (represented by its general partner Earlybird Health VC Verwaltung GmbH itself represented by Mr. Thom Rasche, Manading Director) Harry Blum-Platz 2 50678 Cologne
European Biotech Acquisition Corp. Johannes Vermeerplein 9European Biotech Acquisition Corp. • March 18th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of European Biotech Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), LSP Sponsor EBAC B.V. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at Johannes Vermeerplein 9, 1071 DV Amsterdam, Netherlands (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $20,000 per month on the Effective Date and continuing monthly
Loan AgreementLoan Agreement • February 21st, 2023 • European Biotech Acquisition Corp. • Blank checks
On October 17, 2022, EBAC entered into a Business Combination Agreement with Oculis. For the closing of that combination it is advisable, that Oculis Holding AG already has a share capital of CHF 356’821.68. This requires a capital increase from currently CHF 100’0000 by CHF 256’821.68. Oculis SA is willing to lend this amount to EBAC for the purpose of implementing this capital increase on 20 February 2022.
European Biotech Acquisition Corp. Johannes Vermeerplein 9European Biotech Acquisition Corp. • March 4th, 2021 • Blank checks
