DEALER MANAGER AGREEMENTDealer Manager Agreement • July 12th, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of IPO Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the IPO Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of a majority of the outstanding public warrants and a majority of the outstanding private warrants (which is the minimum number required to amend that certain warrant agreement, dated as of July 16, 2021, by and between the Company (as successor to JATT Acquisition Corp, a Cayman Islands exempted company and the Company’s predecessor) and Continental Stock Transfer & Trust Company (the “Warrant Agreement”) as contemplated in the Offering Documents), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 12th, 2024 • Zura Bio LTD • Biological products, (no disgnostic substances) • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 11, 2024, is entered into by and among Zura Bio Limited, a Cayman Islands exempted company (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “IPO Warrant Holders,” and each, an “IPO Warrant Holder”).
