AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 22nd, 2021 • Big Cypress Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 21, 2021, is made by and among Big Cypress Acquisition Corp., a Delaware corporation (“Parent”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), SAB Biotherapeutics, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholders’ Representative”), solely in its capacity as the representative, agent and attorney-in-fact of the Company Stockholders. Parent, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
FORM OF AMENDED AND RESTATED STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • June 22nd, 2021 • Big Cypress Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 2021, by and among Big Cypress Acquisition Corp., a Delaware corporation (the “Company”), Big Cypress Holdings LLC, a Delaware limited liability company (the “Sponsor”), Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg listed on the signature page hereof, “Ladenburg”), and each of the Persons listed on Schedule A hereto, together with any of such Persons’ Permitted Transferees that have been assigned such Persons’ rights in accordance with the terms of this Agreement, including the Sponsor Members (each, a “Holder” and collectively, the “Holders”).
FORM OF SUPPORT AGREEMENTForm of Support Agreement • June 22nd, 2021 • Big Cypress Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2021, by and among Big Cypress Acquisition Corp., a Delaware corporation (“Parent”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), and SAB Biotherapeutics, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company set forth on the signature page here (the “Stockholder”). Capitalized terms used but not defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). Parent, Merger Sub, the Company and the Stockholder are each referred to as a “Party” and collectively as the “Parties.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 22nd, 2021 • Big Cypress Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of June 21, 2021 by and among Big Cypress Holdings LLC, a Delaware limited liability company (the “Sponsor”), the Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”), Big Cypress Acquisition Corp., a Delaware corporation (“Parent”), and SAB Biotherapeutics, Inc., a Delaware corporation (the “Company” and, collectively with the Sponsor Parties and Parent, the “Parties”).
