INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 13, 2021 by and between Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Artisan Acquisition Corp.Letter Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • 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 Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and UBS Securities LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (and 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising 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 will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “
WARRANT AGREEMENTWarrant Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated May 13, 2021, is by and between Artisan 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”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of September 15, 2021, by and among Artisan Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Prenetics Global Limited, an exempted company newly formed under the laws of the Cayman Islands (the “Issuer”) and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SPAC, the Issuer, Prenetics Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the other parties thereto providing for the combination of SPAC, the Issuer and the Company, on the terms and subject to the conditions therein pursuant to (i) the merger of SPAC with a wholly-owned subsidiary of the Issuer (“Merger Sub 1”) with Merger Sub 1 being the surviving
DEED OF NOVATION AND AMENDMENTPrenetics Global LTD • November 9th, 2021 • Laboratory analytical instruments
THIS DEED OF NOVATION AND AMENDMENT (this “Deed”), dated as of September 15, 2021, is made by and among Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Agreement.
SHAREHOLDER SUPPORT AGREEMENT AND DEEDShareholder Support Agreement and Deed • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments
This SHAREHOLDER SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of September 15, 2021, by and among Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Prenetics Group Limited, a Cayman Islands exempted company (the “Company”), Artisan Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and certain Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement.
SPONSOR SUPPORT AGREEMENT AND DEEDSponsor Support Agreement and Deed • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments
This SPONSOR SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of September 15, 2021, by and among Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Prenetics Group Limited, a Cayman Islands exempted company (the “Company”), Artisan Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Artisan LLC, a Cayman Islands limited liability company (“Sponsor”) and, solely for purposes of Article VI, Section 7.1 and Section 7.5 of this Agreement (and the other sections of this Agreement solely to the extent relating to Article VI, Section 7.1 and Section 7.5), certain individuals listed on Schedule A hereto, each of whom is a member of the SPAC Board or an officer of SPAC as of the date hereof (the “Insiders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement.
PATENT LICENSE AGREEMENTPatent License Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • England and Wales
This license agreement (“Agreement”), effective as of October 6th 2020 (the “Effective Date”), is by and between, OxSed Limited, an English corporation (number 12600642), with a principal place of business at Ash Tree Farm, Faringdon Road, Cumnor, Oxfordshire, England, OX2 place of business at 240 County Road, Ipswich, MA 01938-2723 (“NEB”). Each of Licensee and NEB may be referred to herein individually as a “Party” or collectively as the “Parties.”
BUSINESS COMBINATION AGREEMENT by and among Artisan Acquisition Corp., Prenetics Global Limited,Business Combination Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • Delaware
This Business Combination Agreement, dated as of September 15, 2021 (this “Agreement”), is made and entered into by and among (i) Prenetics Global Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) Artisan Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (iii) AAC Merger Limited, 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) PGL Merger Limited, 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) Prenetics Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2021, is made and entered into by and among (i) Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), (ii) Artisan Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (iii) Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iv) the other undersigned parties listed 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Deed of Joinder October 1, 2021Prenetics Global LTD • November 9th, 2021 • Laboratory analytical instruments • Delaware
Reference is hereby made to the Shareholder Support Agreement and Deed, dated as of September 15, 2021 (as may be amended, restated or supplemented, the “Shareholder Support Agreement”), by and among, Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Prenetics Group Limited, a Cayman Islands exempted company (the “Company”), Artisan Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and certain other existing shareholders of the Company. Prudential Hong Kong Limited (the “Joining Party”) is the legal owner of the Company Shares set forth opposite its name on Schedule A hereto and intends to join the Shareholder Support Agreement, and each of PubCo, the Company and SPAC agrees for the Joining Party to join the Shareholder Support Agreement, by signing this Deed of Joinder (the “Deed of Joinder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Shareholder Support Agreement.
SHAREHOLDER SUPPORT AGREEMENT AND DEEDShareholder Support Agreement and Deed • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments
This SHAREHOLDER SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of September 15, 2021, by and among Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Prenetics Group Limited, a Cayman Islands exempted company (the “Company”), Artisan Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and certain Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement.
COLLABORATION AGREEMENTCollaboration Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • Hong Kong
This COLLABORATION AGREEMENT (the “Agreement”), dated as of July 29, 2019, is made by and among New Horizon Health Limited, a company organized under the laws of Cayman Islands (“NHH Cayman”), Hangzhou New Horizon Health Technology Co., Ltd. (杭州诺辉健康科技有限公司), a company established under the laws of the People’s Republic of China (“NHH Hangzhou,” together with NHH Cayman, “NHH”), and Prenetics Limited, a limited liability company organized under the laws of Hong Kong (“Prenetics”). NHH and Prenetics are each sometimes referred to individually as a “Party” and together as the “Parties.”
DEED OF NOVATION AND AMENDMENTPrenetics Global LTD • November 9th, 2021 • Laboratory analytical instruments
THIS DEED OF NOVATION AND AMENDMENT (this “Deed”), dated as of September 15, 2021, is made by and among Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Agreement.
PATENT LICENSE AGREEMENTPatent License Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments
THIS PATENT LICENSE AGREEMENT (this “Agreement”), dated as of this day of 12 Oct, 2020 (the “Effective Date”), by and between Eiken Chemical Co., Ltd., a corporation organized and existing under the laws of Japan with its principal place of business at 19-9, Taito 4-chome, Taito-ku, Tokyo, Japan (hereinafter referred to as “Eiken”) and Oxsed Ltd., a corporation organized and existing under the laws of the United Kingdom with its principal place of business at Ash Tree Farm, Farringdon, Cumnor, Oxford OX2 9QX, the United Kingdom (hereinafter referred to as “Oxsed”).
ContractAgreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • Jiangsu
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE RIGISTRANT IF PUBLICLY DISCLOSED.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among ARTISAN ACQUISITION CORP. PRENETICS GLOBAL LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 15, 2021Assignment, Assumption and Amendment Agreement • November 9th, 2021 • Prenetics Global LTD • Laboratory analytical instruments • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated September 15, 2021, is made by and among Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), Prenetics Global Limited, a Cayman Islands exempted company (“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 May 13, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
