FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023 is made and entered into by and among [•], a Delaware corporation (the “Company”) (f/k/a BioPlus Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), BioPlus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and, together with the Sponsor, the “Original Holders”), certain former stockholders of Avertix Medical, Inc., a Delaware corporation (“Avertix Medical”) identified on the signature pages hereto (such stockholders, the “Avertix Medical Holders”) and each of the undersigned individuals and entities (together with the Sponsor, Cantor, 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”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among BIOPLUS ACQUISITION CORP., GUARDIAN MERGER SUBSIDIARY CORP. AVERTIX MEDICAL, INC. and, solely with respect to Section 3.03(b) and Section 7.21, BIOPLUS SPONSOR LLC Dated as of May...Business Combination Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • Delaware
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of [•], 2023, by and among BIOPLUS ACQUISITION CORP., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), [COMPANY STOCKHOLDER] (the “Company Stockholder”), and Avertix Medical, Inc. (f/k/a Angel Medical Systems, Inc.), a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Re: Amendment to Letter Agreement (the “Letter Agreement”), dated December 2, 2021, by and among BioPlus Acquisition Corp., BioPlus Sponsor LLC and BioPlus Acquisition Corp.’s officers and directorsLetter Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks
This amendment to the Letter Agreement (this “Amendment”) is being delivered, pursuant to Section 12 of the Letter Agreement, in connection with that certain Business Combination Agreement and Plan of Reorganization, dated as of May 2, 2023, by and among BioPlus Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), Avertix Medical, Inc., a Delaware corporation (the “Company”), and, solely with respect to certain provisions thereto, BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agr
SPONSOR AGREEMENTSponsor Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of May 2, 2023, by and among BIOPLUS SPONSOR LLC, a Delaware limited liability company (“Sponsor”), BIOPLUS ACQUISITION CORP., a Cayman Islands exempted company (together with its successors, including after the Domestication) (“Acquiror”), and AVERTIX MEDICAL, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
