BUSINESS COMBINATION AGREEMENT by and among BITE ACQUISITION CORP., 2510169 ALBERTA INC., ABOVE MERGER SUB, INC. and ABOVE FOOD CORP. dated as of April 29, 2023Business Combination Agreement • May 4th, 2023 • Bite Acquisition Corp. • Blank checks • Alberta
This Business Combination Agreement, dated as of April 29, 2023 (this “Agreement”), is made and entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), 2510169 Alberta Inc., an Alberta corporation (“TopCo”) and a direct, wholly owned Subsidiary of the Company, Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “Merger Subsidiaries” and each, a “Merger Subsidiary”), and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (the “Company”). Capitalized terms used herein without definition have the meanings set forth in Article I.
Shareholder SUPPORT AGREEMENTShareholder Support Agreement • May 4th, 2023 • Bite Acquisition Corp. • Blank checks • Alberta
This Shareholder Support Agreement (this “Agreement”), dated as of April 29, 2023, is entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), Above Food Corp., a corporation organized under the laws of the Province of Saskatchewan, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 4th, 2023 • Bite Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of April 29, 2023, by and among Smart Dine, LLC, a Delaware limited liability company (“Sponsor”), Bite Acquisition Corp., a Delaware corporation (“SPAC”), and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (the “Company”). Sponsor, SPAC and the Company are each referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
