Exhibit 10.1


 


SPONSOR
SUPPORT AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS,
each Sponsor Party is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange
Act) of the Parent Shares and the Parent Warrants as set forth opposite such Sponsor Party’s name on Schedule I attached
hereto;


 


WHEREAS,
concurrently herewith, Parent, the Company, Big Cypress Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of
Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger (as amended, supplemented, restated or otherwise
modified from time to time, the “Merger Agreement”; capitalized terms used but not otherwise defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth
therein), Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation
of the Merger;


 


WHEREAS,
as an inducement to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein,
the Parties desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the
Parties hereby agree as follows:


 


ARTICLE
1

SPONSOR SUPPORT AGREEMENT; COVENANTS; VESTING


 


Section
1.1. Binding Effect of Merger Agreement. Each Sponsor Party hereby acknowledges that it has read the Merger Agreement and this
Agreement and has had the opportunity to consult with its tax, legal and other advisors with respect thereto and hereto. Each Sponsor
Party shall be bound by and comply with Section 5.4 (Public Announcements) of the Merger Agreement (and any relevant definitions
contained in any such sections) as if such Sponsor Party was an original signatory to the Merger Agreement with respect to such provisions.


 




    	 



    	 



    

 


Section
1.2. No Transfers. Prior to the earlier of the (x) the Effective Time and (b) such date and time as the Merger Agreement is terminated
validly in accordance with its terms prior to the Effective Time (the “Expiration Time”), each Sponsor Party shall
not (i) directly or indirectly sell, transfer, hypothecate, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including
by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary
disposition, by operation of Law or otherwise), either voluntarily or involuntarily, any of its Parent Shares or Parent Warrants, (ii)
enter into any Contract or option with respect to any transaction specified in clause (i) or any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any of its Parent Shares or Parent Warrants, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clauses (i) or (ii) (any transaction specified in clauses (i), (ii) or (iii), a “Transfer”);
provided, however, that the foregoing shall not prohibit a Transfer to an Affiliate of the Sponsor or to another Sponsor
that is a party to this Agreement and bound by the terms and obligations hereof; provided, further, that any such Transfer
shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and
substance to the Company, to assume all of the obligations of the transferor under, and be bound by all of the terms of, this Agreement;
provided, further, that any Transfer permitted under this Section 1.2 shall not relieve the transferor of its obligations
under this Agreement. Any Transfer in violation of this Section 1.2 shall be null and void.


 


Section
1.3. New Shares. In the event that (a) any Parent Shares, Parent Warrants or other equity securities of Parent are issued to a
Sponsor pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Parent Shares or
Parent Warrants of, on or affecting the Parent Shares or Parent Warrants owned by such Sponsor Party as of the date hereof or (b) a Sponsor
acquires the right to vote or share in the voting of any Parent Shares or other equity securities of Parent during prior to the Expiration
Time (such Parent Shares, Parent Warrants or other equity securities of Parent, collectively the “New Securities”),
then such New Securities acquired or purchased by such Sponsor Party shall be subject to the terms of this Agreement to the same extent
as if they constituted the Parent Shares or Parent Warrants owned by such Sponsor Party as of the date hereof.


 


Section
1.4. Agreement to Vote and Approve.


 


(a)
Each Sponsor Party, solely in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, from and after the
date hereof until the Expiration Time, at any meeting of the stockholders of Parent or any adjournment or postponement thereof or in
connection with any action by written consent of the stockholders of Parent, it shall, and shall cause its controlled Affiliates to,
(i) appear at each such meeting or otherwise cause all Parent Shares which the Sponsor Party has a right to vote or owned of record by
the Sponsor Party to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted, in person
or by proxy, or execute and deliver a written consent (or cause a consent to be validly executed and delivered) covering, the Parent
Shares which the Sponsor Party has a right to vote or owned of record by the Sponsor Party (A) in favor of the Transaction Proposals,
(B) against any business combination (other than the Business Combination Proposal) and (C) against any other action that would reasonably
be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination Proposal or would reasonably
be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger
Agreement or would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement
of the Sponsor Party contained in this Agreement.


 




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(b)
Prior to the Expiration Time, the Sponsor Party hereby covenants and agrees that such Sponsor Party shall not (i) enter into any voting
agreement or voting trust with respect to any of the Parent Shares beneficially owned by such Sponsor Party that is inconsistent with
such Sponsor Party’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the
Parent Shares beneficially owned by such Sponsor Party that is inconsistent with such Sponsor Party’s obligations pursuant to this
Agreement.


 


Section
1.5. No Inconsistent Agreement. Each Sponsor Party hereby agrees that such Sponsor Party shall not enter into any agreement that
would restrict, limit or interfere with the performance of such Sponsor Party’s obligations hereunder.


 


Section
1.6. Lock-Up. Each Sponsor Party hereby agrees that it will execute the Registration Rights Agreement at the Closing and agree
to be bound by the terms provided for therein, including the lock-up provision set forth in Article 6 therein.


 


Section
1.7. Waiver of Anti-Dilution Provision; No Redemption.


 


(a)
Each of the Sponsor Parties hereby (but subject to the consummation of the Merger) waives (for itself, for its successors, heirs and
assigns), to the fullest extent permitted by law and the amended and restated certificate of incorporation of Parent, any anti-dilution
or similar rights.


 


(b)
Each of the Sponsor Parties hereby irrevocably and unconditionally agrees that, prior to the Expiration Time, such Sponsor Parties shall
not elect to cause Parent to redeem any Parent Shares or Parent Warrants beneficially owned or owned of record by such Sponsor Party
or submit any of the Parent Shares or Parent Warrants for redemption in connection with the Merger or the Transaction Proposals or otherwise.


 


Section
1.8. Vesting Provisions Applicable to Founder Shares.


 


(a)
General. the Sponsor Party agrees that, as of immediately prior to the Closing, the Specified Founder Shares shall be unvested
and, from and after the Closing, shall be subject to the vesting and forfeiture provisions set forth in this Section 1.8.


 


(b)
Special Transfer Restrictions for Specified Founder Shares. Neither the Sponsor nor any of its Permitted Transferees (as defined
in the Registration Rights Agreement) shall Transfer any of its Specified Founder Shares prior to the time such Specified Founder Shares
become vested pursuant to Section 1.8(c), except to Permitted Transferees that agree in writing to be bound by this Section
1.8.


 


(c)
Vesting of Founder Shares.


 


(i)
If, at any time during the five (5)-year period immediately following the Closing, the VWAP of the Parent Shares is greater than or equal
to $15.00 for any 20 Trading Days within a period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the
“First Vesting Achievement Date”), then 25% of the Specified Founder Shares shall immediately vest.


 




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(ii)
If, at any time during the five (5)-year period immediately following the Closing, the VWAP of the Parent Shares is greater than or equal
to $20.00 for any 20 Trading Days within a period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the
“Second Vesting Achievement Date”), then 25% of the Specified Founder Shares shall immediately vest.


 


(iii)
If, at any time during the five(5)-year period immediately following the Closing, the VWAP of the Parent Shares is greater than or equal
to $25.00 for any 20 Trading Days within a period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the
“Third Vesting Achievement Date”), then 25% of the Specified Founder Shares shall immediately vest.


 


(iv)
If, at any time during the five (5)-year period immediately following the Closing, the VWAP of the Parent Shares is greater than or equal
to $30.00 for any 20 Trading Days within a period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the
“Fourth Vesting Achievement Date”), then 25% of the Specified Founder Shares shall immediately vest.


 


(v)
If, at any time during the five (5)-year period immediately following the Closing, there is a Change of Control, then any Specified Founder
Shares that would have been vested prior to the First Vesting Achievement Date, the Second Vesting Achievement Date, the Third Vesting
Achievement Date or the Fourth Vesting Achievement Date, as applicable, determined based on whether the aggregate consideration to be
received by the Parent stockholders in exchange for a Parent Share in such Change of Control equals or exceeds the applicable stock price
threshold set forth above, shall be deemed vested immediately prior to consummation of such Change of Control transaction. By way of
example, if such aggregate consideration is $18.00 and the First Vesting Achievement Date has not previously occurred, then 25% of the
Specified Founder Shares shall be vested. Any Specified Founder Shares not vested in connection with the Change of Control shall be canceled
and of no further force or effect.


 


(d)
Forfeiture of Unvested Founder Shares.


 


(i)
If the First Vesting Achievement Date does not occur (or is not deemed to occur) by the end of the five (5)-year period immediately following
the Closing (inclusive of the last day of such period), all of the Specified Founder Shares shall be forfeited without any consideration
paid therefor.


 


(ii)
If the Second Vesting Achievement Date does not occur (or is not deemed to occur) by the end of the five (5)-year period immediately
following the Closing (inclusive of the last day of such period), 75% the Specified Founder Shares shall be forfeited without any consideration
paid therefor.


 


(iii)
If the Third Vesting Achievement Date does not occur (or is not deemed to occur) by the end of the five (5)-year period immediately following
the Closing (inclusive of the last day of such period), 50% the Specified Founder Shares shall be forfeited without any consideration
paid therefor.


 




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(iv)
If the Fourth Vesting Achievement Date does not occur (or is not deemed to occur) by the end of the five (5)-year period immediately
following the Closing (inclusive of the last day of such period), 25% the Specified Founder Shares shall be forfeited without any consideration
paid therefor.


 


(e)
Proportional Voting of Unvested Founder Shares. Each Sponsor Party hereby agrees that, with respect to all of its Specified Founder
Shares, such Specified Founder Shares shall be present at all stockholder meetings for purposes of a quorum and voted at all such meetings,
or voted, consented or approved in any other circumstances, upon which such vote, consent or other approval (including providing any
written consent as of any specified date) is sought or obtained by or from the stockholders of Parent, in the same manner (including
by voting “for” or “against,” abstaining or withholding votes) as, and in the same proportion to, the votes cast
“for” or “against,” and abstentions or vote withholdings made, in respect of all Parent Shares, held by the holders
thereof (other than the unvested Specified Founder Shares).


 


(f)
Economic Rights of Unvested Founder Shares. Any economic rights (including rights to dividends) of unvested Specified Founder
Shares shall be set aside for so long as such unvested Specified Founder Shares remain unvested. Should unvested Specified Founder Shares
become vested in accordance with Section 1.8(c), such Specified Founder Shares shall become entitled to all such economic rights
that were set aside during the unvested period, including in the form of a lump sum payment of all dividends that were set aside, together
with interest on such set-aside dividends, at the prime rate published in The Wall Street Journal for the relevant date each such
dividend was set aside through the date of the lump sum payment.


 


(g)
Equitable Adjustments. In the event that the Parent Shares are changed into a different number of shares or a different class,
by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares,
or any similar event shall have occurred, then unvested Specified Founder Shares shall be equitably adjusted in the same manner as all
other Parent Shares.


 


(h)
Certain Definitions. For purposes of this Agreement:


 


(i)
“Specified Founder Shares” means the shares of Parent Shares set forth across from the Sponsor Party’s name
on Schedule I under the column “Specified Founder Shares”;


 


(j)
“Trading Day” means any day on which Parent Shares are actually traded on the principal securities exchange or securities
market on which Parent Shares are then traded; and


 


(k)
“VWAP” means, for any security as of any day or multi-day period, the dollar volume-weighted average price for such
security on the principal securities exchange or securities market on which such security is then traded during the period beginning
at 9:30:01 a.m., New York time on such day or the first day of such multi-day period (as applicable), and ending at 4:00:00 p.m., New
York time on such day or the last day of such multi-day period (as applicable), as reported by Bloomberg through its “HP”
function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in
the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York
time on such day or the first day of such multi-day period (as applicable), and ending at 4:00:00 p.m., New York time on such day or
the last day of such multi-day period (as applicable), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported
for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of
the market makers for such security as reported by OTC Markets Group Inc. during such day or multi-day period (as applicable). If the
VWAP cannot be calculated for such security for such day or multi-day period (as applicable) on any of the foregoing bases, the VWAP
of such security shall be the fair market value per share at the end of such day or multi-day period (as applicable) as reasonably determined
by the board of directors of Parent.


 




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ARTICLE
2

REPRESENTATIONS AND WARRANTIES


 


Section
2.1. Representations and Warranties of the Sponsor Parties. Each Sponsor Party represents and warrants as of the date hereof to
Parent and the Company (severally and not jointly and solely with respect to itself, himself or herself and not with respect to any other
Sponsor) as follows:


 


(a)
Organization; Due Authorization. If such Sponsor Party is not an individual, it is duly organized, validly existing and in good
standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Party’s
corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability
company or organizational actions on the part of such Sponsor Party. If such Sponsor Party is an individual, such Sponsor Party has full
legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement
has been duly executed and delivered by such Sponsor Party and, assuming due authorization, execution and delivery of this Agreement
by each of the Company and Parent, this Agreement constitutes a legally valid and binding obligation of such Sponsor Party, enforceable
against such Sponsor Party in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar
Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other
equitable remedies).


 


(b)
Ownership. Such Sponsor Party is the record and beneficial owner (as defined in the Securities Act) of, and has good title to,
all of such Sponsor Party’s Parent Shares and Parent Warrants, and there exist no Liens or any other limitation or restriction
(including any restriction on the right to vote, sell or otherwise dispose of such Parent Shares or Parent Warrants (other than transfer
restrictions under the Securities Act)) affecting any such Parent Shares or Parent Warrants, other than Liens pursuant to (i) this Agreement,
(ii) the Parent Governing Documents, (iii) the Merger Agreement or (iv) any applicable securities Laws. Such Sponsor Party’s Parent
Shares and Parent Warrants are the only equity securities in Parent owned of record or beneficially by such Sponsor Party on the date
of this Agreement, and none of such Sponsor Party’s Parent Shares or Parent Warrants are subject to any proxy, voting trust or
other agreement or arrangement with respect to the voting of such Parent Shares or Parent Warrants, except as provided hereunder and
under the Insider Letter. Other than the Parent Warrants, such Sponsor Party does not hold or own any rights to acquire (directly or
indirectly) any equity securities of Parent or any equity securities convertible into, or which can be exchanged for, equity securities
of Parent.


 




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(c)
No Conflicts. The execution and delivery of this Agreement by such Sponsor Party does not, and the performance by such Sponsor
Party of his, her or its obligations hereunder will not, (i) if such Sponsor Party is not an individual, conflict with or result in a
violation of the organizational documents of such Sponsor Party or if such Sponsor Party is an individual, conflict with the rights of
such Sponsor Party’s spouse or domestic partner, as applicable, or (ii) require any consent or approval that has not been given
or other action that has not been taken by any Person (including under any Contract binding upon such Sponsor Party or such Sponsor Party’s
Parent Shares or Parent Warrants), in each case, to the extent the absence of such consent, approval or other action would prevent, enjoin
or materially delay the performance by such Sponsor Party of its, his or her obligations under this Agreement.


 


(d)
Litigation. As of the date hereof, there are no Proceedings pending against such Sponsor Party, or to the knowledge of such Sponsor
Party threatened against such Sponsor Party, before (or, in the case of threatened Proceedings, that would be before) any arbitrator
or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor
Party of its, his or her obligations under this Agreement.


 


(e)
Update of Schedule I. If any Sponsor Party acquires record or beneficial ownership of any Parent Shares or Parent Warrants prior
to the Expiration Time, such Sponsor Party shall promptly notify the Company and Parent in writing, and Schedule I shall be updated
to reflect such Sponsor Party’s ownership of such additional Parent Shares or Parent Warrants, as applicable.


 


ARTICLE
3

MISCELLANEOUS


 


Section
3.1. Non-Survival of Representations and Warranties; Termination.


 


(a)
This Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall have no further
effect, upon the earlier of (i) the date and time the Merger Agreement is terminated validly in accordance with its terms prior to the
Effective Time and (ii) the time this Agreement is terminated upon the mutual written agreement of the Company, Parent and the Sponsor.


 


(b)
Notwithstanding the provisions of Section 3.1(a), Section 1.8 shall terminate only upon the earliest to occur of (i) such
date and time as the Merger Agreement shall have been terminated validly in accordance with its terms and (ii) such time as all of the
Specified Founder Shares shall have vested or shall have been forfeited and cancelled pursuant to the terms of Section 1.8.


 




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(c)
No such termination, however, shall relieve any party hereto of any liability or damages to the other party hereto resulting from any
willful breach of, or Fraud in connection with, this Agreement prior to its termination.


 


Section
3.2. Capacity. Notwithstanding anything in this Agreement to the contrary, each Sponsor Party is entering into this Agreement
solely in its capacity as a record holder or beneficial owner of Parent Shares and Parent Warrants and not in its (or any Affiliate’s)
capacity as an officer or director of Parent, if applicable. Notwithstanding any asserted conflict, nothing herein will limit or affect
any Sponsor Party’s ability to act as an officer or director of Parent.


 


Section
3.3. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement
or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware,
including its statute of limitations, without giving effect to principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the Laws or statute of limitations of another jurisdiction.


 


Section
3.4. CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a)
Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby may only be brought in
the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the state and federal courts in the State of Delaware,
and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection
it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding
shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party
to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any
other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 3.4(a).


 


(b)
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
3.5. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall (a) be assigned by any
of the Sponsor Parties, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of Parent and
the Company or (b) be assigned by Parent or the Company, in whole or in part (whether by operation of law or otherwise), without the
prior written consent of the Company (in the case of an attempted assignment by Parent) or Parent (in the case of an attempted assignment
by the Company). Any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by the Parties and their respective successors and permitted assigns.


 




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Section
3.6. Specific Performance. The Parties agree that irreparable damage (for which monetary damages, even if available, would not
be an adequate remedy) would occur, and that the Parties would not have any adequate remedy at law, in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the Parties shall be entitled to specific performance, an injunction or injunctions, or other equitable relief to prevent breaches or
threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of actual
damages or otherwise (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy),
this being in addition to any other remedy to which they are entitled at law or in equity. Each Party acknowledges and agrees that the
right of specific enforcement is an integral part of the transactions contemplated hereby and that, without such right, none of the Parties
would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific performance and other equitable
relief on the basis that the other Parties have an adequate remedy at Law.


 


Section
3.7. Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise,
except by an instrument in writing signed by Parent, the Company and each Sponsor Party charged with such amendment, modification or
supplement.


 


Section
3.8. Severability. If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms and provisions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


Section
3.9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally,
by email (with confirmation of receipt) or sent by a nationally recognized overnight courier service, such as Federal Express, to the
Parties at the following addresses (or at such other address for a Party as shall be specified by like notice made pursuant to this Section
3.9):


 


	 	(a)	If to Parent prior to the Closing:




 


Big
Cypress Acquisition Corp.

300 W. 41st Street, Suite 202

Miami Beach, Florida 33140

Attention: Samuel J. Reich

Email: sam@bigcypressaccorp.com


 




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with
a copy (which shall not constitute notice) to:


 


Dentons
US LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Ilan Katz and Brian Lee

Email: ilan.katz@dentons.com and brian.lee@dentons.com


 


	 	(b)	If to the Company:




 


SAB
Biotherapeutics, Inc.

2100 East 54th Street North

Sioux Falls, SD 57104|

Attention: Eddie Sullivan

Email: Esullivan@sabbiotherapeutics.com


 


with
a copy (which shall not constitute notice) to:


 


Stradling
Yocca Carlson & Rauth

800 Anacapa Street, Suite A

Santa Barbara, CA 93101

Attention: Ian Smith

Email: Ismith@stradlinglaw.com


 


	 	(c)	If to a Sponsor: to such Sponsor Party’s address set
forth in Schedule I




 


Section
3.10. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to this Agreement by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.


 


Section
3.11. Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding
of the Parties in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among
the Parties to the extent they relate in any way to the subject matter hereof.


 




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Section
3.12. Mutual Release.


 


(a)
Effective as of the Closing, Parent, on behalf of itself and its successors and assigns (each, a “Parent Releasing Party”),
hereby unconditionally and irrevocably forever releases and discharges each Sponsor Party and each of its Affiliates, and any past, present
or future directors, managers, officers, employees, representatives, agents, lenders, investors, partners, principals, members, managers,
direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing
Persons (each, a “Parent Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases
and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any
kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law
or in equity, that such Parent Releasing Party ever had, now has or ever may have or claim to have against any Parent Released Party,
for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or
otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.12(a) shall be construed
as a waiver of any rights under (i) this Agreement, (ii) any other Transaction Document to which any Parent Releasing Party is party
or (iii) with respect to any Parent Released Party who is a natural person, any indemnification, employment or other similar arrangements
(including any such arrangement providing for exculpation or advancement of expenses). Parent, on behalf of itself and the other Parent
Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims,
and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of
itself and the other Parent Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material
term of this Agreement. Parent, on behalf of itself and each other Parent Releasing Party, acknowledges that each Sponsor Party will
be relying on the waiver and release provided in this Section 3.12(a) in connection with entering into this Agreement and that
this Section 3.12(a) is intended for the benefit of the Parent Released Parties and to grant third party beneficiary rights to
each Parent Released Party to enforce this Section 3.12(a).


 


(b)
Effective as of the Closing, each Sponsor Party, on behalf of itself and its Affiliates and its and their respective successors and assigns
(each, a “Sponsor Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges Parent
and each of its Affiliates, and any past, present or future directors, managers, officers, employees, representatives, agents, lenders,
investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons,
and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Party”), of and from,
and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits,
judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in
Contract, direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever
may have or claim to have against any Sponsor Released Party, for or by reason of any matter, circumstance, event, action, inaction,
omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing
contained in this Section 3.12(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Transaction
Document to which such Sponsor Party or any of its associated Sponsor Releasing Parties is party or (iii) with respect to any Sponsor
Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement
providing for exculpation or advancement of expenses). Each Sponsor Party, on behalf of itself and each of its associated Sponsor Releasing
Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and
understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself
and its associated Sponsor Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material
term of this Agreement. Each Sponsor Party, on behalf of itself and each of its associated Sponsor Releasing Parties, acknowledges that
Parent will be relying on the waiver and release provided in this Section 3.12(b) in connection with entering into this Agreement
and that this Section 3.12(b) is intended for the benefit of the Sponsor Released Parties and to grant third party beneficiary
rights to each Sponsor Released Party to enforce this Section 3.12(b).


 


(Signature
Page Follows)


 




    	11



    	 



    

 


IN
WITNESS WHEREOF, the Sponsor Parties, Parent, and the Company have each caused this Sponsor Support Agreement to be duly executed as
of the date first written above.


 


	 	SAB
    BIOTHERAPEUTICS, INC.
	 	 
	 	By:	/s/
Eddie J Sullivan 
	 	Name:	Eddie
J Sullivan
	 	Title:	Chief
Executive Officer
	 	 	 
	 	BIG
    CYPRESS ACQUISITION CORP.
	 	 
	 	By:	/s/
    Samuel J. Reich
	 	Name:	Samuel
J. Reich
	 	Title:	Chief
Executive Officer
	 	 	 
	 	BIG
    CYPRESS HOLDINGS LLC
	 	 
	 	By:	/s/
    Samuel J. Reich
	 	Name:	Samuel
J. Reich
	 	Title:	Managing
Member
	 	 	 
	 	LADENBURG
    THALMANN & CO. INC.
	 	 
	 	By:	/s/
    Steven Kaplan                           
	 	Name:	Steven
Kaplan
	 	Title:	Head
of the Capital Markets


 


	 	/s/
    Steven Kaplan
	 	Steven
    Kaplan
	 	 
	 	/s/
    Peter Blum 
	 	Peter
    Blum
	 	 
	 	/s/
    Jeff Caliva 
	 	Jeff
    Caliva


 


Signature
Page to Sponsor Support Agreement


 




    	 



    	 



    

 


Schedule
I


 


	Sponsor Party Name and Address	 	Parent Shares	 	 	Parent Warrants	 	 	Specified Founder Shares	 
	Big Cypress Holdings LLC	 	 	3,047,827	 	 	 	208,600	 	 	 	547,700	 
	Ladenburg Thalmann & Co. Inc.	 	 	122,188	 	 	 	0	 	 	 	25,440	 
	Steven Kaplan	 	 	48,988	 	 	 	0	 	 	 	10,200	 
	Peter Blum	 	 	48,988	 	 	 	0	 	 	 	10,200	 
	Jeff Caliva	 	 	24,209	 	 	 	0	 	 	 	5,040	 



 




    	Schedule I