SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2023, by and among Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), and the undersigned parties listed as “Investors” on the signature page hereto (the “Investors” and each a “Investor”).
BUSINESS COMBINATION AGREEMENT by and among APEIRON CAPITAL INVESTMENT CORP., as the Purchaser, APEIRON CAPITAL SPONSOR, LLC, in the capacity as the Purchaser Representative, GIO WORLD HEALTH, LIMITED, as the Company, THE SHAREHOLDERS OF THE COMPANY...Business Combination Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Sellers and their respective successors and assigns) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) GIO World Health, Limited, an private company formed under the laws of England and Wales (the “Company”), (iv) each of the shareholders of the Company that are named on Annex I hereto that have executed and delivered a copy of this Agreement as of the date hereof, each of which is a Company Insider (as defined below) (collectively, the “Signing Sellers”), (v) each of the other shareholders of the Company tha
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) as “GIO World Health Holdings, Inc.” (together with its successors, “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
FORM OF VOTING AGREEMENTVoting Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) GIO World Health, Limited, a private company formed under the laws of England and Wales (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 8, 2023, by the undersigned shareholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Apeiron Capital Investment Corp., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) as “GIO World Health Holdings, Inc.” (together with its successors, “Purchaser”), GIO World Health, Limited, an private company formed under the laws of England and Wales (the “Company”), and each of Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
