REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 3, 2020, is made and entered into by and among HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), HighCape Capital Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between HIGHCAPE CAPITAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 3, 2020 HIGHCAPE CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
The undersigned, HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 3, 2020, is by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 3, 2020 by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HighCape Capital Acquisition Corp. New York, New York 10018Letter Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined be
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 10th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 10th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), HighCape Capital Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
HighCape Capital Acquisition Corp. 452 Fifth Avenue New York, New York 10018HighCape Capital Acquisition Corp. • August 10th, 2020 • Blank checks • Delaware
HighCape Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by HighCape Capital Acquisition LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of September 2020, by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and HighCape Capital Acquisition LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 452 Fifth Avenue, 21st Floor, New York, New York 10018.
Indemnification AgreementIndemnification Agreement • June 15th, 2021 • Quantum-Si Inc • Measuring & controlling devices, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this _____ day of ____________, 20___, by and between Quantum-Si Incorporated, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2021 • Quantum-Si Inc • Measuring & controlling devices, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2021, is made and entered into by and among HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and HighCape Capital Acquisition LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Sponsor Group Holders on the signature page(s) hereto (each such party, a “Sponsor Group Holder” and, collectively, the “Sponsor Group Holders”), and the undersigned parties listed under QSi Holders on the signature page(s) hereto (each such party, a “QSi Holder” and, collectively, the “QSi Holders”). The Sponsor Group Holders, the QSi Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, are each referred to herein as a “Holder” and collectively as the “Holders.”
SUBSCRIPTION AGREEMENT February 18, 2021Subscription Agreement • February 19th, 2021 • HighCape Capital Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Quantum-SI Incorporated, a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of February 18 , 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection therewith, the undersigned subscriber (the “Subscriber”) and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:
FORM OF SUBSCRIPTION AGREEMENT (Foresite) February 18, 2021Form of Subscription Agreement • February 19th, 2021 • HighCape Capital Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Quantum-SI Incorporated, a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of February 18, 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company agrees to sell to the Subscriber, and the Subscriber agrees to purchase from the Company [●] shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $0.001 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection therewith, the Subscriber and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:
HighCape Capital Acquisition Corp. New York, New York 10018Letter Agreement • September 9th, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between HighCape Capital Acquisition Corp. (the “Company”) and HighCape Capital Acquisition LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • February 23rd, 2021 • HighCape Capital Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 19, 2021, by and among HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape”), Dr. Jonathan M. Rothberg (“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of HighCape, Dr. Rothberg and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG HIGHCAPE CAPITAL ACQUISITION CORP., TENET MERGER SUB, INC., AND QUANTUM-SI INCORPORATED DATED AS OF FEBRUARY 18, 2021Business Combination Agreement • February 19th, 2021 • HighCape Capital Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made by and among HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape”), Tenet Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Quantum-Si Incorporated, a Delaware corporation (the “Company”). HighCape, 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.
Re: Separation AgreementSeparation Agreement • July 20th, 2023 • Quantum-Si Inc • Measuring & controlling devices, nec • Minnesota
The purpose of this letter agreement (this “Agreement”) is to confirm the end of your employment with Quantum-Si Incorporated (the “Company”) as of July 31, 2023 (the “Separation Date”), and to set forth the terms of your separation from Quantum-Si Incorporated (“Company”). Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the 8th day following your acceptance and non-rescission of it as provided below (the “Effective Date”).
Class A Common Stock (par value $0.0001 per share) Having an Aggregate Offering Price of Up to $75,000,000 Equity Distribution AgreementQuantum-Si Inc • August 11th, 2023 • Measuring & controlling devices, nec • New York
Quantum-Si Incorporated, a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Evercore Group L.L.C. (the “Manager”) as follows:
FORM OF LOCK-UP AGREEMENTUp Agreement • June 15th, 2021 • Quantum-Si Inc • Measuring & controlling devices, nec • New York
ADVISORY AGREEMENTAdvisory Agreement • March 17th, 2023 • Quantum-Si Inc • Measuring & controlling devices, nec • Connecticut
This ADVISORY AGREEMENT (the “Agreement”) is entered into as of November 1, 2022 (the “Effective Date”), by and between Quantum-Si Incorporated, a Delaware corporation (the “Company”), and Jonathan Rothberg, PhD. (“Dr. Rothberg”).
Re: Separation AgreementLetter Agreement • September 5th, 2023 • Quantum-Si Inc • Measuring & controlling devices, nec • California
The purpose of this letter agreement (this “Agreement”) is to confirm the end of your employment with Quantum-Si Incorporated (the “Company”) as of August 31, 2023 (the “Separation Date”), and to set forth the terms of your separation from Quantum-Si Incorporated (“Company”). Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the 8th day following your acceptance and non-rescission of it as provided below (the “Effective Date”).
Re: Separation AgreementSeparation Agreement • February 14th, 2022 • Quantum-Si Inc • Measuring & controlling devices, nec • Connecticut
The purpose of this letter agreement (this “Agreement”) is to confirm your resignation from Quantum-Si Incorporated (the “Company”) as its Chief Executive Officer as of February 8, 2022, and to set forth the terms of your resignation and separation from Company. Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the Effective Date (as defined below).
TECHNOLOGY AND SERVICES EXCHANGE AGREEMENTTechnology and Services Exchange Agreement • March 1st, 2021 • HighCape Capital Acquisition Corp. • Blank checks • Connecticut
THIS TECHNOLOGY AND SERVICES EXCHANGE AGREEMENT (this “Agreement”) is dated February 17, 2021, is effective as of the Effective Time (defined below) and is entered into by and among Quantum-Si Incorporated (“Quantum-Si”) and each entity set forth on the signature pages hereto (each such entity is a “Participant”), and any additional entities that become Participants in accordance with Section 5.
Services Work Order No. 2 Protein Engineering Collaboration March 13, 2023Quantum-Si Inc • March 17th, 2023 • Measuring & controlling devices, nec
This Services Work Order (“Work Order”) is made pursuant to, and is governed by, the Technology and Services Exchange Agreement (“TSEA”) between Quantum-Si Incorporated (“Q-Si”) and Protein Evolution, Inc. (“PEI”), joined by PEI on August 11, 2021 and made effective as of the Effective Time (as defined in the TSEA). As used herein, a “Party” means Q-Si (and its wholly owned subsidiary, Quantum-Si France) or PEI, and the “Parties” means Q-Si and PEI. This Work Order is made effective as of October 1, 2022 on the last date of signature below, having been signed by both Parties.
Re: Separation AgreementSeparation Agreement • June 10th, 2022 • Quantum-Si Inc • Measuring & controlling devices, nec • Connecticut
The purpose of this letter agreement (this “Agreement”) is to confirm your resignation from Quantum-Si Incorporated (the “Company”) as its Chief Business Officer as of June 15, 2022, and to set forth the terms of your separation from Quantum-Si Incorporated (“Company”). Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the 8th day following your acceptance and non-rescission of it as provided below (the “Effective Date”).
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • June 15th, 2021 • Quantum-Si Inc • Measuring & controlling devices, nec • Connecticut
This EXECUTIVE CHAIRMAN AGREEMENT (the “Agreement”) is entered into as of June 10, 2021, by and between Quantum-Si Incorporated, a Delaware corporation (the “Company”), and Jonathan Rothberg, PhD. (“Dr. Rothberg”).
LEASE WINCHESTER WORKS NEW HAVEN, CONNECTICUT BETWEEN WINCHESTER OFFICE LLC AND QUANTUM-SI INCORPORATED December 28, 2021Lease • January 4th, 2022 • Quantum-Si Inc • Measuring & controlling devices, nec • Connecticut
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 18th, 2021 • HighCape Capital Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made by and among HighCape Capital Acquisition LLC, a Delaware Limited Liability Company (“Sponsor”), a holder of HighCape Class B Common Stock, the Other Class B Stockholders that are signatories hereto and Deerfield Partners, L.P. (“Deerfield”) (Sponsor, each of the Other Class B Stockholders that are signatories hereto and Deerfield, each, a “HighCape Shareholder”, and collectively, the “HighCape Shareholders”), HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape”) and Quantum-Si Incorporated, a Delaware corporation (the “Company”). The HighCape Shareholders, HighCape and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
