FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 2022, is made and entered into by and among: (i) Zura Bio Ltd. (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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June [●], 2022, by and between JATT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the subscriber named on the signature page hereto (“Subscriber”).
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).
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).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of June 16, 2022 (this “Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company”), and JATT Acquisition Corp, a Cayman Islands exempted company (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
Amendment to INSIDER LETTERInsider Letter • June 17th, 2022 • JATT Acquisition Corp • Blank checks • New York
This AMENDMENT TO THE INSIDER LETTER (the “Amendment”), dated as of June 16, 2022, by and among JATT ACQUISITION CORP, a Cayman Islands exempted company (“Company”) and each person identified on the signature pages hereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Insider Letter, dated as of July 13, 2021 (the “Insider Letter”), by and among the Company and the Initial Shareholders.
BUSINESS COMBINATION AGREEMENT by and among JATT ACQUISITION CORP, JATT MERGER SUB, JATT MERGER SUB 2, ZURA BIO HOLDINGS LTD, and ZURA BIO LIMITED DATED AS OF JUNE 16, 2022Business Combination Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 16, 2022 (the “Effective 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, Merger Sub, Merger Sub 2, Holdco (with effect from the Holdco Signing Date), and the Company is also referred to herein as a “Party” and, collectively, as the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • June 17th, 2022 • JATT Acquisition Corp • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of June 16, 2022 by and between the undersigned (the “Holder”) and JATT Acquisition Corp, a Cayman Islands exempted company (“SPAC”).
