SAB Biotherapeutics, Inc. entered into nonbinding letter of intent to acquire Big Cypress Acquisition Corp. (NasdaqCM:BCYP) in a reverse merger transaction for approximately $410 million on June 2, 2021. SAB Biotherapeutics, Inc. entered into a definitive agreement to acquire Big Cypress Acquisition Corp. (NasdaqCM:BCYP) in a reverse merger transaction on June 21, 2021. Pro forma for the business combination, legacy shareholders of SAB will own approximately 68% of the post-merger public company, excluding any contingent consideration and before giving effect to any potential exercise of Big Cypress' common stock purchase warrants into shares of common stock following the closing. Upon closing of the proposed transaction, the combined company will operate as SAB Biotherapeutics, Inc. and will list on NASDAQ following the closing of the transaction. As of october 12, 2021, Big Cypress Acquisition Corp and Radcliffe SPAC Master Fund, L.P. entered into a Forward Share Purchase Agreement pursuant to which Radcliffe may elect to sell and transfer to the Company, and the Company will purchase from Radcliffe up to 1,390,000 shares of the Company's common stock held by Radcliffe at the closing of the Business Combination The price at which Radcliffe has the right to sell the Radcliffe Shares to the Company is $10.10 per share. Radcliffe is permitted at its election to sell any or all of the Radcliffe Shares in the open market commencing after the closing of the Business Combination, so long as the sale price exceeds $10.10 per share. In addition, upon the prior written consent of the Company, Radcliffe may sell the Radcliffe Shares at a price below $10.10. Radcliffe shall not be required to purchase shares of Common Stock if any such purchase would cause Radcliffe to beneficially own in excess of 9.90% of the then-issued and outstanding shares of Common Stock. In consideration for Radcliffe's entry into the Purchase Agreement and the transactions and covenants therein, the Company shall pay to Radcliffe a cash fee equal to $50,000 within five business days from the execution of the Purchase Agreement.

The combined company will continue to operate under the SAB management team, with Big Cypress Acquisition Corp.'s Samuel J. Reich and Jeffrey G. Spragens joining the SAB Board of Directors. SAB co-founder and current Executive Chairman, Edward Hamilton, plans to transition to a board observer role while remaining active in the company. Samuel J. Reich is expected to assume the role of Executive Chairman. The transaction is subject to the approval of Big Cypress and SAB stockholders and the satisfaction or waiver of other customary conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission, the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved; after giving effect to the transactions contemplated hereby, Big Cypress shall have at least $5,000,001 of net tangible assets; the employees of the SAB shall have executed and delivered employment agreements. The transaction has been unanimously approved by both Big Cypress' and SAB's respective Boards of Directors. As of September 22, 2021, the Securities and Exchange Commission ("SEC") declared effective Big Cypress' registration statement on Form S-4. As of October 19, 2021, stockholders of Big Cypress have approved the transaction. The transaction is expected to be completed in the fourth quarter of 2021.

Lazard is serving as exclusive financial advisor to SAB and Ian Smith of Stradling Yocca Carlson & Rauth is serving as legal counsel. Chardan is serving as exclusive M&A advisor and financial advisor to Big Cypress and Ilan Katz, Brian Lee, Derek A. Auito and Jon Hutchens of Dentons US LLP is serving as legal counsel. Ladenburg Thalmann & Co. Inc. acted as sole book-running manager and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-manager of Big Cypress $115 million IPO in January 2021 and Ladenburg Thalmann & Co. Inc. is acting as a capital markets advisor to Big Cypress. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Big Cypress Acquisition in the transaction. Kingsdale Advisors acted as information agent to Big Cypress Acquisition in the transaction. Big Cypress Acquisition has agreed to pay Kingsdale Advisors a fee of up to $17,600, plus disbursements.