UNDERWRITING AGREEMENT between CA Healthcare ACQUISITION CORP. and BTIG, LLC Dated January 26, 2021 CA HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • CA Healthcare Acquisition Corp. • Blank checks • New York
The undersigned, CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (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 • February 1st, 2021 • CA Healthcare Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 26, 2021, is by and between CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • CA Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021, by and between CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 20th, 2021 • CA Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CA Healthcare Acquisition Corp. (the “Company”), and the undersigned individual (“Indemnitee”).
January 25, 2021 CA Healthcare Acquisition Corp. Suite 200 Boston, MA 02110Letter Agreement • February 1st, 2021 • CA Healthcare 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 between CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, 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 10,000,000 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 “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration sta
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • CA Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”), CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
CA Healthcare Acquisition Corp. 99 Summer Street, Suite 200 Boston, Massachusetts 02110Securities Subscription Agreement • January 8th, 2021 • CA Healthcare Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on October 28, 2020 by and between, CA Healthcare Sponsor LLC, a Delaware limited liability company (“Sponsor”) (the “Subscriber”), and CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Shares”), up to 375,000 of which are subject to complete or partial forfeiture by the Subscriber 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 terms 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 1st, 2021 • CA Healthcare Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • October 4th, 2021 • CA Healthcare Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of September 28, 2021, is entered into by and among (i) LumiraDx Limited, a Cayman Island exempted company limited by shares with company number 314391 (the “Company”); (ii) Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Outgoing Warrant Agent”), (iii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Successor Warrant Agent”, also referred to herein as the “Transfer Agent”); and (iv) CA Healthcare Acquisition Corp. (“CAH”), a Delaware corporation.
Re: Amended and Restated Sponsor Agreement Ladies and Gentlemen:CA Healthcare Acquisition Corp. • April 7th, 2021 • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (“LumiraDx”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of LumiraDx (“Merger Sub”, and collectively with LumiraDx, the “Company”), and CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), and hereby amends and restates in its entirety that certain letter, dated January 25, 2021, from CA Healthcare Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of CAH’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to CAH (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 11 hereof. Capitalized terms used but not otherwise defined
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 4th, 2021 • CA Healthcare Acquisition Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September [__], 2021, is made by and between CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Amendment TO the AMENDED AND RESTATED SPONSOR AGREEMENTSponsor Agreement • August 20th, 2021 • CA Healthcare Acquisition Corp. • Blank checks • Delaware
This AMENDMENT TO The AMENDED AND RESTATED SPONSOR Agreement (this “Amendment”) is made as of August 19, 2021, by and among CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), CA Healthcare Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of CAH’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), in connection with that certain Amendment to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among LumiraDx Limited, a Cayman Islands exempted company limited (the “Company”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and CAH. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 20th, 2021 • CA Healthcare Acquisition Corp. • Blank checks
AMENDMENT, dated as of August 19, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of April 6, 2021 (the “Agreement”), by and among (i) LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”), (ii) LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”). The Company, Merger Sub, and CAH are referred to collectively herein as the “Parties” and individually as a “Party”.
ACKNOWLEDGMENT AND WAIVERAcknowledgment and Waiver • September 24th, 2021 • CA Healthcare Acquisition Corp. • Blank checks
This Acknowledgment and Waiver (the “Waiver”) is made as of September 23, 2021 by and among CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Sponsor”), LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (“LumiraDx”) and the undersigned individuals, each of whom is a member of CAH’s board of directors and/or management team (the “Insiders”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Merger Agreement (as defined below).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 30th, 2021 • CA Healthcare Acquisition Corp. • Blank checks
SECOND AMENDMENT, dated as of August 27, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of April 6, 2021 (the “Agreement”), by and among (i) LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”), (ii) LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), as amended by that Amendment to the Agreement and Plan of Merger, dated as of August 19, 2021. The Company, Merger Sub, and CAH are referred to collectively herein as the “Parties” and individually as a “Party”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LUMIRADX LIMITED, LUMIRADX MERGER SUB, INC. AND CA Healthcare Acquisition Corp., DATED AS OF APRIL 6, 2021Agreement and Plan of Merger • April 7th, 2021 • CA Healthcare Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2021, is made by and among LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”; the Company, Merger Sub and CAH shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”).
