BUSINESS COMBINATION AGREEMENT by and among FINNOVATE ACQUISITION CORP., as Purchaser, SCAGE FUTURE, as Pubco, HERO 1, as First Merger Sub, HERO 2, as Second Merger Sub, and SCAGE INTERNATIONAL LIMITED, as the Company Dated as of August 21, 2023Business Combination Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 21, 2023 by and among: (i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iv) Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (iii) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (iv) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Purchaser, Pubco First Merger Sub, Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of August 21, 2023, by and among Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. 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-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 21, 2023, by the undersigned (as defined below) (the “Subject Party”) in favor of and for the benefit of Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Finnovate Sponsor L.P. (the “Sponsor”) and each of Pubco’s, Purchaser’s, Sponsor’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Sponsor, Purchaser and the Company, the “Covered Parties”). Any capitalized term
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023, by and between (i) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iii) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”) and (iv) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [___], 2024 by and among (i) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 21, 2023, and shall be effective as of the Closing (defined below), by and among (i) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Company”), (ii) Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), (iii) EarlyBirdCapital, Inc. (“EBC”), (iv) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (v) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target”), and (vi) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and EBC, and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement. Capitalized terms used but not otherwise defined he
FORM OF SUPPORT AGREEMENTForm of Support Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks
This SUPPORT AGREEMENT, dated as of August 21, 2023 (this “Support Agreement”), is entered into by and among Finnovate Sponsor L.P., a Delaware limited partnership (“Sponsor”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
