INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 15, 2021 by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Medicus Sciences Acquisition Corp. New York, New York 10019 December 6, 2020Medicus Sciences Acquisition Corp. • December 23rd, 2020 • New York
Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of Medicus Sciences Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 2,323,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”, and together with the Company’s Class A ordinary shares, $0.0001 par value per share, the “Ordinary Shares”), up to 303,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 3rd, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
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 [_____], 2021, is entered into by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Medicus Sciences Holdings LLC, a Delaware limited liability company (the “Purchaser”).
February 15, 2021 Medicus Sciences Acquisition Corp. New York, New York 10019Letter Agreement • February 19th, 2021 • Medicus Sciences 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 Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 9,200,000 of the Company’s units (including 1,200,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Ordinary Shares”), (ii) one-ninth of one redeemable warrant (the “outstanding redeemable warrants”) and (iii) the contingent right to receive, in certain circumstances, following the initial business combination redemption time, at least two-ninths of one redeemable warra
WARRANT AGREEMENT between MEDICUS SCIENCES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 15, 2021Warrant Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 15, 2021, is by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
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 February 15, 2021, is entered into by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the "Company"), and Medicus Sciences Holdings LLC, a Delaware limited liability company (the "Purchaser").
8,000,000 Units Medicus Sciences Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
The undersigned, Medicus Sciences Acquisition Corp., a Cayman Islands corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 3rd, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), Medicus Sciences Holdings LLC, a Delaware limited liability company (the “Sponsor”), [Maxim Partners LLC] (“Maxim”) and the undersigned parties listed under Holder on the signature page hereto (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 15, 2021, is made and entered into by and among Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the "Company"), Medicus Sciences Holdings LLC, a Delaware limited liability company (the "Sponsor"), Maxim Partners LLC ("Maxim") and the undersigned parties listed under Holder on the signature page hereto (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").
CONTINGENT RIGHTS AGREEMENTContingent Rights Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
This Contingent Rights Agreement (this “Agreement”) is made as of February 15, 2021 between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Rights Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 19th, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
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 February 15, 2021, is entered into by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Partners LLC (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 3rd, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 2, 2021, by and among Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Altium MSAC, LLC, a Delaware limited liability company, and Structure Alpha LLC, a Delaware limited liability company (each a “Purchaser”, and collectively, the “Purchasers”).
Medicus Sciences Acquisition Corp.Medicus Sciences Acquisition Corp. • February 19th, 2021 • Blank checks • New York
This letter agreement by and between Medicus Sciences Acquisition Corp. (the “Company”) and Medicus Sciences Holdings LLC (“MSH”), 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”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 3rd, 2021 • Medicus Sciences Acquisition Corp. • Blank checks • New York
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 [_____], 2021, is entered into by and between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC (the “Purchaser”).
Second Amendment to Forward Purchase AgreementForward Purchase Agreement • March 31st, 2021 • Medicus Sciences Acquisition Corp. • Blank checks
THIS SECOND AMENDMENT TO FORWARD PURCHASE AGREEMENT (this “Second Amendment”) is made and entered into as of March 30, 2021, by and among Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Altium MSAC, LLC, a Delaware limited liability company, and Structure Alpha LLC, a Delaware limited liability company (each a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Forward Purchase Agreement (as defined below).
Amendment to Forward Purchase AgreementForward Purchase Agreement • March 31st, 2021 • Medicus Sciences Acquisition Corp. • Blank checks
THIS AMENDMENT TO FORWARD PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of February 17, 2021, by and among Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Altium MSAC, LLC, a Delaware limited liability company, and Structure Alpha LLC, a Delaware limited liability company (each a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Forward Purchase Agreement (as defined below).
