INDEMNITY AGREEMENTIndemnification Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 20, 2020, by and between Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Patrice Bonfiglio (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 2020 by and between Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between SARISSA CAPITAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: October 20, 2020Underwriting Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • New York
The undersigned, Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (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,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
Sarissa Capital Acquisition Corp. Greenwich, CT 06830Securities Subscription Agreement • September 30th, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer Sarissa Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 5,031,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 656,250 Shares of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units of Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENT SARISSA CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 20, 2020Warrant Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 20, 2020, is by and between Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2020, is made and entered into by and among Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Sarissa Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 20, 2020, is entered into by and between Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership and representative of the underwriters in the Public Offering (as defined below) (the “Purchaser”). Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement (as defined below).
Sarissa Capital Acquisition Corp. Greenwich, CT 06830Underwriting Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement
SARISSA CAPITAL ACQUISITION CORP.Office Space and Administrative Services Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Sarissa Capital Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Sarissa Capital Acquisition Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 660 Steamboat Rd. Greenwich, CT 06830 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month commencing on the Effective Date and continui
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 23rd, 2020 • Sarissa Capital Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 20, 2020, is entered into by and between Sarissa Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Sarissa Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement (as defined below).
