INDEMNITY AGREEMENTIndemnity Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Jasper Bos (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Forbion European 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,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Sponsor”), 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Forbion European Acquisition Corp. Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 14th, 2021 • Forbion European 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 between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and Kempen & Co. USA, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 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-third of one redeemable warrant. Each whole warrant (each, a “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 in the Public Offering pursuant
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of December 9, 2021, between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Purchaser”).
FORBION EUROPEAN ACQUISITION CORP. 11,000,000 Units Underwriting AgreementForbion European Acquisition Corp. • December 14th, 2021 • Blank checks • New York
Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”) to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 11,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 1,650,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
FORBION EUROPEAN ACQUISITION CORP. 10,000,000 Units Underwriting AgreementUnderwriting Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”) to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 10,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 1,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2023 • Forbion European Acquisition Corp. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”), dated effective as of October 31, 2023 (the “Effective Date”), is made by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), each of the parties listed on Schedule A hereto as a “Sponsor Holder” (each, a “Sponsor Holder” and collectively, the “Sponsor Holders”), and each of the parties listed on Schedule A hereto as an “enGene Holder” (each, an “enGene Holder” and collectively, the “enGene Holders”, and, together with the Sponsor Holders, each, a “Holder” and collectively, the “Holders”).
FORM OF SUBSCRIPTION AGREEMENT SIDE LETTERForm of Subscription Agreement Side Letter • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
THIS SUBSCRIPTION AGREEMENT SIDE LETTER (this “Agreement”) is made and entered into as of May 16th, 2023 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”) and [•] (the “Investor”). Each of the FEAC, Newco and the Investor will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Subscription Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 16th day of May 2023, by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”) 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).
SPONSOR AND INSIDERS LETTER AGREEMENTSponsor and Insiders Letter Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
This Sponsor and Insiders Letter Agreement (the “Agreement”) is made as of May 16th, 2023, by and among enGene Inc., a corporation incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Sponsor”), each of the other parties to the Insider Letter (as defined below) set forth on the signature pages hereto (the “Insiders”), and Forbion Growth Opportunities Fund I Cooperatief U.A., a cooperative association (coöperatie) with exempted liability incorporated in the Netherlands (“Sponsor Parent” and, together with Sponsor, the “Sponsor Parties”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the Business
FORBION EUROPEAN ACQUISITION CORP. Wilmington, Delaware 19807Letter Agreement • December 14th, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Forbion European Acquisition Corp. (the “Company”) and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “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 Market (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”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of November 23, 2021, is made and entered into by and between Forbion European Sponsor LLP, a Cayman Islands limited liability partnership (the “Seller”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Buyer”), and Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”).
FORBION EUROPEAN ACQUISITION CORP. Wilmington, Delaware 19807Letter Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Forbion European Acquisition Corp. (the “Company”) and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “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 Market (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”):
LOCK-UP AGREEMENTLock-Up Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
This Lock-Up Agreement (the “Agreement”) is made as May 16, 2023, by and among enGene Inc., a company incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), each of the parties listed on Schedule I hereto (each, an “enGene Equity Holder” and collectively, the “enGene Equity Holders”), and Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the Business Combination Agreement (as defined below).
FEAC VOTING AGREEMENTFeac Voting Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
This FEAC Voting Agreement (this “Agreement”) is made as of May 16, 2023, by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (“Sponsor”), Forbion Growth Opportunities Fund I Cooperatief U.A., a cooperative association (coöperatie) with exempted liability incorporated in the Netherlands (“FGOF”), each of the directors and officers of FEAC (together with Sponsor and FGOF, the “Voting Parties” and each a “Voting Party”), enGene Inc., a corporation incorporated under the laws of Canada (“enGene”) and enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAnd Amendment Agreement • November 2nd, 2023 • Forbion European Acquisition Corp. • Blank checks
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of October 30, 2023, by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), enGene Inc., a company incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (“New enGene”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
MAY 16, 2023 FORBION EUROPEAN ACQUISITION CORP. and ENGENE INC. and ENGENE HOLDINGS INC. Business Combination AgreementSubscription Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks • Delaware
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of May 16th, 2023 by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), [•], a [•] and a holder of certain FEAC Class A Shares and certain FEAC Public Warrants (as defined below) (the “FEAC Shareholder”) and enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”). Each of FEAC, the FEAC Shareholder and Newco 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 Business Combination Agreement (as defined below).
ENGENE VOTING AGREEMENTEngene Voting Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
This enGene Voting Agreement (this “Agreement”) is made as of May 16, 2023, by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), and the undersigned shareholders (collectively, the “Voting Parties” and each a “Voting Party”) of enGene Inc., a company incorporated under the laws of Canada (“enGene”).
