FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 13, 2023, by and between Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“Pyrophyte”), Sio Silica Corporation, an Alberta corporation (“Sio”), Sio Silica Incorporated., a newly-formed Alberta corporation formed solely for the purposes of engaging in the Transaction (as defined below) and wholly owned by Feisal Somji, a nominee of Sio (“Sio NewCo” and unless otherwise indicated or the context otherwise requires, by virtue of, and with effect from, the Assumption (as defined below), becoming effective, all references herein to Sio NewCo shall refer to the newly formed corporate entity resulting from the SPAC Amalgamation (as defined below), which is also referred to as the “Issuer”), and the undersigned subscriber (“Subscriber”).
FORM OF SUPPORT AGREEMENTSupport Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, the Company, Snowbank Newco Alberta ULC, an Alberta unlimited liability corporation (“NewCo”), and Sio Silica Incorporated, an Alberta corporation (“Sio NewCo”), have entered into a business combination agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”) regarding a proposed arrangement under section 193 of the Business Corporations Act (Alberta) pursuant to which, by means of the Arrangement, Sio NewCo and SPAC will amalgamate (the “SPAC Amalgamation”) at the SPAC Amalgamation Effective Time, with Sio NewCo continuing as the surviving company after the SPAC Amalgamation, followed by an amalgamation of the Company and NewCo (the “Company Amalgamation”) at the Company Amalgamation Effective Time, with the Company continuing as the surviving company after the Company Amalgamation;
LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
This Lock-Up Agreement (this “Agreement”) is made and entered into as of November 13, by and among the Lock-Up Shareholders (as defined in the Business Combination Agreement) (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) and Sio Silica Incorporated, an Alberta corporation (such entity, following the Business Combination (as defined below), “New SPAC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redeemption Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks
THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2023 by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“Pyrophyte” or the “Issuer”), Verition Multi-Strategy Master Fund Ltd., a Cayman Islands exempted company with limited liability and a holder of certain Pyrophyte Class A Shares (as defined below) (the “Pyrophyte Shareholder”), and Sio Silica Incorporated, a newly-formed Alberta corporation formed solely for the purposes of engaging in the Transaction (as defined below) and wholly owned by Feisal Somji, a nominee of Sio (as defined below) (“Sio Newco” and following the consummation of the transactions contemplated by the Business Combination Agreement (as defined below), “New SPAC”). Each of Pyrophyte, the Pyrophyte Shareholder, and Sio Newco will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascr
BUSINESS COMBINATION AGREEMENT by and among PYROPHYTE ACQUISITION CORP., SIO SILICA CORPORATION, SNOWBANK NEWCO ALBERTA ULC, and SIO SILICA INCORPORATED Dated as of November 13, 2023Business Combination Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
This BUSINESS COMBINATION AGREEMENT, dated as of November 13, 2023 (this “Agreement”), is by and among Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Sio Silica Corporation, an Alberta corporation (the “Company”), Snowbank NewCo Alberta ULC, an Alberta unlimited liability corporation (“NewCo”), and Sio Silica Incorporated, an Alberta corporation (“Sio NewCo” and, together with SPAC, the Company and NewCo, collectively, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Article I.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 13th, 2023 • Pyrophyte Acquisition Corp. • Blank checks • Alberta
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of November 13, 2023, is entered into by and among Sio Silica Incorporated, an Alberta corporation (“Sio Silica Incorporated”), Sio Silica Corporation, an Alberta corporation (the “Company”), Pyrophyte Acquisition LLC, a Delaware limited liability company (“Sponsor”), Pyrophyte Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and, solely for the purpose of Section 25, the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”).
