INDEMNITY AGREEMENTIndemnity Agreement • August 23rd, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of August 17, 2021, by and between SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), SCP & CO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021 by and between SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SCP & CO Healthcare Acquisition Company Tampa, FL 33629SCP & CO Healthcare Acquisition Co • September 29th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 29, 2020 by and between SCP & CO Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,468,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 843,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 6th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), and SCP & CO Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SCP & CO Healthcare Acquisition Company Tampa, FL 33629 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • 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 SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), Barclays Capital Inc. and Piper Sandler & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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-half 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), SCP & CO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
SCP & CO HEALTHCARE ACQUISITION COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 21, 2021Warrant Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 21, 2021, is by and between SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), and SCP & CO Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
20,000,000 Units SCP & CO HEALTHCARE ACQUISITION COMPANY ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2022 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 9, 2022, is made by and between SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SCP & CO HEALTHCARE ACQUISITION COMPANY Tampa, FL 33629Letter Agreement • January 27th, 2021 • SCP & CO Healthcare Acquisition Co • Blank checks • New York
This letter agreement (this “Agreement”) by and among SCP & CO Healthcare Acquisition Company (the “Company”) and SCP & CO Sponsor, 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”):
SCP & CO Healthcare Acquisition Company Tampa, FL 33629 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 23rd, 2021 • SCP & CO Healthcare Acquisition Co • 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 SCP & CO Healthcare Acquisition Company, a Delaware corporation (the “Company”), Barclays Capital Inc. and Piper Sandler & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to the underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (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-half 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 below). The Units were sold in the Public Offering pursuant
SCP & CO SPONSOR, LLCSCP & CO Healthcare Acquisition Co • January 11th, 2021 • Blank checks
This letter agreement sets forth the terms of the agreement between SCP & Co Sponsor, LLC, a Delaware limited liability company (the “Company”), and certain investment funds and managed accounts managed by or affiliated with the undersigned subscriber (“Subscriber”). The Company is the sponsor of SCP & CO Healthcare Acquisition Company (the “SPAC”), a Delaware corporation and a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
