THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1

 

THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

THIS THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of January 13, 2023 (the “Amendment Date”) by and among JATT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), JATT Merger Sub, a Cayman Islands exempted company (the “Merger Sub”), JATT Merger Sub 2, a Cayman Islands exempted company (the “Merger Sub 2”), and Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company”), and (with effect from the Holdco Signing Date) Zura Bio Holdings Ltd, a Cayman Islands exempted company (the “Holdco”). Each of SPAC, the Company, Holdco, Merger Sub and Merger Sub 2 shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (as defined below).

 

WHEREAS, the Parties entered into that certain Business Combination Agreement dated as of June 16, 2022 (as may be amended, restated, or otherwise supplemented from time to time, including pursuant to this Amendment, the “Agreement”);

 

WHEREAS, pursuant to Section 11.1 of the Agreement, the Agreement may be amended in writing at any time prior to the SPAC Shareholder Meeting pursuant to an instrument in writing and signed by SPAC and the Company; and

 

WHEREAS, the Parties wish to amend the Agreement as set forth in this Amendment.

 

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Amendment and the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

ARTICLE 1

 

AMENDMENTS TO THE AGREEMENT

 

Section 1.6 Amendment to Section 1.1 of the Agreement. The defined term “ZB Chief Financial Officer” shall be amended to read as below:

 

“ZB Chief Financial Officer” means the person then duly appointed as Chief Financial Officer or discharging equivalent functions at Zura Bio Limited.”

 

Section 1.7 Amendment to Section 10.1(c) of the Agreement. The date January 16, 2023 with respect to the defined term “Outside Date” in Section 10.1(c) of the Agreement is hereby deleted and shall be replaced with “April 17, 2023.”

 

Section 1.8 Amendment to Section 11.3 of the Agreement. The email and attention contact details for the Notices to the ZB Companies and shall be amended to read as below:

 

Attention: The Directors

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

 

 

ARTICLE 2

 

MISCELLANEOUS

 

Section 2.1 No Other Amendment. Except to the extent that any provisions of or any Exhibits or Schedules to the Agreement are expressly amended by Article 1 of this Amendment, all terms and conditions of the Agreement and all other documents, instruments and agreements executed thereunder, shall remain in full force and effect pursuant to the terms thereof. In the event of any inconsistency or contradiction between the terms of this Amendment and the Agreement, the provisions of this Amendment shall prevail and control.

 

Section 2.2 Reference to the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “herein,” “herewith,” “hereunder” and words of similar import shall, unless otherwise stated, be construed to refer to the Agreement as amended by this Amendment. No reference to this Amendment need be made in any instrument or document at any time referring to the Agreement and a reference to the Agreement in any such instrument or document shall be deemed to be a reference to the Agreement as amended by this Amendment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, SPAC and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	SPAC:
	JATT ACQUISITION CORP
	By	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Chief Financial Officer
	COMPANY:
	ZURA BIO LIMITED
	By	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Director

 

[Signature Page to the Amendment to the Business Combination Agreement]