INDEMNITY AGREEMENTIndemnity Agreement • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Huanan Yang (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 5, 2021, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), HH&L Investment Co., a Cayman Islands exempted company (the “Sponsor”) and each of 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 • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 5, 2021 by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • January 20th, 2021 • HH&L Acquisition Co. • Blank checks • New York
HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
HH&L Acquisition Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104HH&L Acquisition Co. • January 20th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 7, 2020 by and between HH&L Investment Co., a Cayman Islands exempted company (the “Subscriber” or “you”), and HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 14,375,000 Class B ordinary shares of, $0.0001 par value per share (the “Shares”), up to 1,875,000 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 • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 5, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and HH&L Investment Co., a Cayman Islands exempted company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021, is by and between HH&L Acquisition Co., 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,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 20th, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
HH&L Acquisition Co. Suite 3508, One Exchange Square Central, Hong KongLetter Agreement • February 9th, 2021 • HH&L 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 HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Goldman Sachs (Asia) L.L.C. and Credit Suisse Securities (USA) LLC, 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 41,400,000 of the Company’s units (including up to 5,400,000 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 “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as de
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 20th, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________ , 2021, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), HH&L Investment Co., a Cayman Islands exempted company (the “Sponsor”) and each of 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”).
HH&L Acquisition Co. 36,000,000 Units Underwriting AgreementUnderwriting Agreement • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 36,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,400,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • February 1st, 2021 • HH&L Acquisition Co. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between HH&L Acquisition Co., 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,” and also referred to herein as the “Transfer Agent”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2023 • HH&L Acquisition Co. • Services-medical laboratories
This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends and restates in its entirety that certain Investment Management Trust Agreement, dated February 5, 2021 by and between the company and the Trustee (the “Existing Agreement”).
HH&L Acquisition Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104Letter Agreement • February 9th, 2021 • HH&L Acquisition Co. • Blank checks • New York
This letter agreement (this “Agreement”) by and between HH&L Acquisition Co. (the “Company”) and HH&L Investment Co. (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 New York Stock Exchange (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”):
BUSINESS COMBINATION AGREEMENT by and among HH&L ACQUISITION CO., DIAMOND MERGER SUB INC., and DIACARTA, LTD. dated as of October 14, 2022Business Combination Agreement • October 14th, 2022 • HH&L Acquisition Co. • Blank checks • Delaware
This Business Combination Agreement, dated as of October 14, 2022 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Effective Time) (“SPAC”), Diamond Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SPAC (“Merger Sub”), and DiaCarta, Ltd., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Effective Time) (the “Company”).
THIRD AMENDMENT TO THE DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • January 23rd, 2023 • HH&L Acquisition Co. • Services-medical laboratories
This Third Amendment to Development and Supply Agreement (“Third Amendment”), effective as of September 26, 2022 (the “Third Amendment Effective Date”), is entered into between Luminex Corporation, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 (“Luminex”), and DiaCarta Inc., a California corporation, with principal offices at 4385 Hopyard Road, Suite 100, Pleasanton, CA, 94588 (“DiaCarta”). Luminex and DiaCarta are each referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 14th, 2022 • HH&L Acquisition Co. • Blank checks • New York
This Lock-Up Agreement (this “Agreement”) is made and entered into as of [●], 2022 by and among DiaCarta, Inc., a Delaware corporation (the “Domesticated SPAC”) and each of HH&L Investment Co., a Cayman Islands exempted company (“Sponsor”), certain holders of securities of Domesticated SPAC, set forth on Schedule I hereto (such securityholders the “Sponsor Holders”), and certain shareholders of DiaCarta Holdings, Inc., a Delaware corporation (the “Domesticated Company”) set forth on Schedule II (such shareholders, the “Company Holders”). The Sponsor, the Sponsor Holders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
Manufacture Site Leasing AgreementHH&L Acquisition Co. • December 30th, 2022 • Services-medical laboratories
In accordance with the provisions of the Civil Code of the People's Republic of China and the relevant laws and regulations, and in combination with the arrangement of the application for renewal of the lease, the Life and Health Industry Development Management Office of Jiangbei New District, Nanjing, authorized Party A and Party B to enter into this agreement. Based on the principle of equality and mutual benefit, Party A and Party B, through friendly negotiation, have reached an agreement on the relevant matters of the house lease as follows:
Loan AgreementLoan Agreement • December 30th, 2022 • HH&L Acquisition Co. • Services-medical laboratories
(In this Agreement, each of the above parties shall be referred to as a “Party” and collectively as the “Parties” or the “All Parties”.)
DEVELOPMENT AND SUPPLY AGREEMENT (for Assay Products and Testing Services)Development and Supply Agreement • January 23rd, 2023 • HH&L Acquisition Co. • Services-medical laboratories • Texas
This Development and Supply Agreement (the “Agreement”), effective as of June 30, 2018 (the “Effective Date”), is entered into by and between Luminex Corporation, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 (“Luminex”), and DiaCarta Inc., a California company located at 2600 Hilltop Rd., Richmond, California 94806 (“DiaCarta”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 20th, 2023 • HH&L Acquisition Co. • Services-medical laboratories • Delaware
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of January 20, 2023, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Effective Time) (“SPAC”), Diamond Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SPAC (“Merger Sub”), and DiaCarta, Ltd., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticated as a Delaware corporation prior to the Effective Time) (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • August 3rd, 2023 • HH&L Acquisition Co. • Services-medical laboratories • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among HH&L Acquisition Co., a Cayman Islands exempted company (“HH&L”), HH&L Investment Co., a Cayman Islands exempted company (the “Sponsor”) and the undersigned investor (the “Investor”).
SPAC HOLDERS SUPPORT AGREEMENTSpac Holders Support Agreement • October 14th, 2022 • HH&L Acquisition Co. • Blank checks • New York
This SPAC Holders Support Agreement (this “Agreement”) is dated as of October 14, 2022, by and among the Persons set forth on Exhibit A hereto (each, a “Shareholder” and, collectively, the “Shareholders”), HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), and DiaCarta, Ltd., a Cayman Islands exempted company limited by shares (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTAddendum Agreement • October 14th, 2022 • HH&L Acquisition Co. • Blank checks • New York
WHEREAS, DiaCarta, Ltd., a Cayman Islands exempted company and prior to the Company Domestication described below, predecessor to Domesticated Company (“Company”), Diamond Merger Sub Inc. (“Merger Sub”), and HH&L Acquisition Co., a Cayman Islands exempted company and prior to the Company Domestication described below, predecessor to Domesticated SPAC (“SPAC”) have entered into that certain Business Combination Agreement, dated as of October 14, 2022 (as amended or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things, (a) SPAC shall migrate to and domesticate as a Delaware corporation; (b) the Company shall migrate to and domesticate as a Delaware corporation (the “Company Domestication”); (c) Merger Sub will merge with and into Domesticated Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Domesticated SPAC (as defined below); and (d) Domesticated SPAC will change its name to “DiaCarta,
SUBSCRIPTION AGREEMENTSubscription Agreement • August 9th, 2023 • HH&L Acquisition Co. • Services-medical laboratories • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 8, 2023 (the “Effective Date”), by and among Polar Multi-Strategy Master Fund (the “Investor”), HH&L Acquisition Co., a Cayman Islands exempted company (“SPAC”) and HH&L Investment Co., a Cayman exempted company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Consulting Service and Rental Sharing AgreementRental Sharing Agreement • December 30th, 2022 • HH&L Acquisition Co. • Services-medical laboratories
This consultation and service agreement (hereinafter referred to as “this agreement”) by the following (hereinafter referred to as the “parties to the agreement”) on December 31st, 2021, signed in Nanjing, China
SPONSOR SHARES FORFEITURE AGREEMENTSponsor Shares Forfeiture Agreement • October 14th, 2022 • HH&L Acquisition Co. • Blank checks • Delaware
This Sponsor Shares Forfeiture Agreement (this “Agreement”) is entered into as of October 14, 2022, by and among HH&L Investment Co., a Cayman Islands exempted company limited by shares (the “Sponsor”), HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), and DiaCarta, Ltd., a Cayman Islands exempted company limited by shares (the “Company”), in connection with the Business Combination Agreement, dated as of the date hereof, among SPAC, Diamond Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SPAC, and the Company (the “Business Combination Agreement”). SPAC, the Company and the Sponsor are 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 such terms in the Business Combination Agreement.
Exclusive Consulting and Service AgreementConsulting and Service Agreement • December 30th, 2022 • HH&L Acquisition Co. • Services-medical laboratories
This exclusive Consulting and Service Agreement (the "Agreement") is made and executed by and between the following parties (the "Parties") on October 26th, 2021 in Shanghai, China.
Exclusive Consulting and Service Agreement Supplementary AgreementSupplementary Agreement • December 30th, 2022 • HH&L Acquisition Co. • Services-medical laboratories
This Supplementary Agreement (the “Agreement”) is made and executed on January 1st, 2022 in Shanghai, China by the following parties (the “Parties”) :
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • October 14th, 2022 • HH&L Acquisition Co. • Blank checks • New York
This Company Holders Support Agreement (this “Agreement”) is dated as of October 14, 2022, by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), and DiaCarta, Ltd., a Cayman Islands exempted company limited by shares (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
