INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2021 • JATT Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 2021 by and between JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
JATT ACQUISITION CORP.Securities Subscription Agreement • June 15th, 2021 • JATT Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into as of March 22, 2021 by and between JATT Ventures, L.P., a Cayman Island Exempted Limited Partnership (the “Subscriber” or “you”), and JATT Acquisition Corp., an Exempted Company incorporated in the Cayman Island with Limited Liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,450,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 450,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Zura Bio Limited, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • September 3rd, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
Indenture, dated as of [·], 20__, among Zura Bio Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and[Trustee], as trustee (the “Trustee”):
INDEMNITY AGREEMENTIndemnification Agreement • August 22nd, 2022 • JATT Acquisition Corp • Biological products, (no disgnostic substances) • New York
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [______], 2021 between Zura Bio Limited, a Cayman Islands exempted company (the “Company”), and the undersigned indemnified party (“Indemnitee”).
WARRANT AGREEMENT JATT ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 19th, 2021 • JATT Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2021, is by and between JATT 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”, also referred to herein as the “Transfer Agent”).
ZURA BIO LIMITED US$125,000,000 CLASS A ORDINARY SHARES SALES AGREEMENTSales Agreement • September 3rd, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
Zura Bio Limited, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 19th, 2021 • JATT Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2021, is made and entered into by and among JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”), JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”, and together with 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”).
July 13, 2021 JATT Acquisition Corp c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Attn: Dr. Someit Sidhu, Chief Executive Officer Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 19th, 2021 • JATT 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 JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Raymond James & Associates, Inc., as representative (the “Representative”) 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-half 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 will be sold in the Public Offering pursuant
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2021 • JATT Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [___], 2021 by and between JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Underwriting Agreement July 13, 2021Underwriting Agreement • July 19th, 2021 • JATT Acquisition Corp • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 6th, 2021 • JATT Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”) and JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 19th, 2021 • JATT Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 13, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”) and JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2021 • JATT Acquisition Corp • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of July 13 , 2021 between JATT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
Dated 30 November 2023Service Agreement • December 6th, 2023 • Zura Bio LTD • Biological products, (no disgnostic substances)
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 25th, 2022 • JATT Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 5, 2021, by and between Jatt Acquisition Corp., a Cayman Limited Corporation (the “Company”) and Athanor International Master Fund, LP (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2023 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2023, is made and entered into by and among: (i) Zura Bio Limited (formerly known as JATT Acquisition Corp), a Cayman Islands exempted company (the “Company”); (ii) JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”); (iii) the persons or entities identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”); and (iv) the persons or entities identified as “Existing Holders” on the signature pages hereto (the “Existing Holders,” and together with the Sponsor, the New Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, each a “Holder” and collectively the “Holders”).
12,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2021 • JATT Acquisition Corp • Blank checks • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT NORMALLY TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT DATED AS OF...License, Development and Commercialization Agreement • August 11th, 2023 • Zura Bio LTD • Biological products, (no disgnostic substances) • Delaware
This License, Development and Commercialization Agreement (this “Agreement”), dated as of April 26, 2023 (the “Effective Date”), is made by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and ZB17 LLC, a Delaware limited liability company, having its principal place of business at 4225 Executive Square, Suite–600, San–Diego, CA 92037, USA (“Licensee”). Lilly and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DEALER MANAGER AGREEMENTDealer Manager Agreement • July 12th, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of IPO Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the IPO Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of a majority of the outstanding public warrants and a majority of the outstanding private warrants (which is the minimum number required to amend that certain warrant agreement, dated as of July 16, 2021, by and between the Company (as successor to JATT Acquisition Corp, a Cayman Islands exempted company and the Company’s predecessor) and Continental Stock Transfer & Trust Company (the “Warrant Agreement”) as contemplated in the Offering Documents), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2023 • Zura Bio LTD • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 13, 2023, by and between JATT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the subscriber named on the signature page hereto (“Subscriber”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT NORMALLY TREATS AS PRIVATE AND CONFIDENTIAL.Licence Agreement • February 17th, 2023 • JATT Acquisition Corp • Biological products, (no disgnostic substances) • England and Wales
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter referred to as "Lonza"),
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 12th, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 11, 2024, is entered into by and among Zura Bio Limited, a Cayman Islands exempted company (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “IPO Warrant Holders,” and each, an “IPO Warrant Holder”).
JATT Acquisition Corp. c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman IslandsAdministrative Services Agreement • June 15th, 2021 • JATT Acquisition Corp • 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 JATT 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”), JATT Ventures, L.P. (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 [________________] (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination
SUBSCRIPTION AGREEMENTSubscription Agreement • April 23rd, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement” or “Agreement”) is entered into on April 18, 2024, by and between Zura Bio Limited, a Cayman Islands exempted company (the “Company”), and the subscriber named on the signature page hereto (“Subscriber”).
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • April 7th, 2023 • Zura Bio LTD • Biological products, (no disgnostic substances) • California
This Confidential Severance and General Release Agreement (this “Agreement”) confirms the following understandings and agreements between Zura Bio Inc. (the “Company”) and Preston Klassen (“you” or “your”).
SETTLEMENT AGREEMENTSettlement Agreement • July 25th, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances)
ZURA BIO LIMITEDShare Option Agreement • August 22nd, 2022 • JATT Acquisition Corp • Biological products, (no disgnostic substances)
Unless otherwise defined herein, the terms defined in the 2022 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Share Option Agreement (the “Option Agreement”). This Option Agreement is made pursuant to the shareholder approval of the adoption by the Company of the Plan and the Board approval of the option awards, each granted on 8 June 2022.
INVESTMENT AGREEMENTInvestment Agreement • August 22nd, 2022 • JATT Acquisition Corp • Biological products, (no disgnostic substances) • Delaware
This Investment Agreement (the “Agreement”) is made and entered into on this 20th day of February, 2022 (the “Effective Date”), by and between Hana Immunotherapeutics LLC, a Delaware company (“Hana”), and Zura Bio, Ltd, a UK limited company (“Zura”).
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 19th, 2023 • JATT Acquisition Corp • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of January 13, 2023 (the “Amendment Date”) by and among JATT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), JATT Merger Sub, a Cayman Islands exempted company (the “Merger Sub”), JATT Merger Sub 2, a Cayman Islands exempted company (the “Merger Sub 2”), and Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company”), and (with effect from the Holdco Signing Date) Zura Bio Holdings Ltd, a Cayman Islands exempted company (the “Holdco”). Each of SPAC, the Company, Holdco, Merger Sub and Merger Sub 2 shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (as defined below).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • August 12th, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
This amendment (this “Amendment”) is made as of August 12, 2024, by and between Zura Bio Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of July 16, 2021 by and between the Company (as successor to JATT Acquisition Corp, our predecessor and a Cayman Islands exempted company (“JATT”)) and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks
This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of June 16, 2022, by and among JATT Ventures, L.P., a Cayman Islands exempted company (the “Sponsor”), JATT Acquisition Corp, a Cayman Islands exempted company (“SPAC”) and Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
EQUITY GRANT AGREEMENTEquity Grant Agreement • December 12th, 2022 • JATT Acquisition Corp • Biological products, (no disgnostic substances) • New York
This EQUITY GRANT AGREEMENT (this “Grant Agreement”) is entered into on December 8, 2022, by and between JATT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Eli Lilly and Company (“Grantee”).
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • August 22nd, 2022 • JATT Acquisition Corp • Biological products, (no disgnostic substances)
This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of June 16, 2022, by and among JATT Ventures, L.P., a Cayman Islands exempted company (the “Sponsor”), JATT Acquisition Corp, a Cayman Islands exempted company (“SPAC”) and Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks
This Support Agreement (this “Agreement”), dated as of June 16, 2022, is entered into by and among JATT Acquisition Corp, a Cayman Islands exempted company (“Acquiror”), Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company”), and the shareholders of the Company set forth on the signature page hereto (the “Shareholders”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO FORWARD PURCHASE AGREEMENT AND RELATED AGREEMENTSForward Purchase Agreement • March 10th, 2023 • JATT Acquisition Corp • Biological products, (no disgnostic substances)
This Amendment No. 2 to Forward Purchase Agreement and Related Agreements (this “Agreement”) is entered into as of March 8, 2023, among JATT Acquisition Corp, a Cayman Islands exempted company (the “Company”), Athanor Master Fund, LP (“AMF”), and Athanor International Master Fund, LP (“AIMF”) (AMF and AIMF are, collectively, the “Purchasers”), and amends the Amended and Restated Forward Purchase Agreement made as of January 27, 2022 (“FPA”) by and between the Company and the Purchasers.
