INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and between Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), and Evan S. Melrose (“Indemnitee”).
Spindletop Health Acquisition Corp. Austin, TX 78731 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 18th, 2021 • Spindletop Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 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 “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 statemen
WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), Spindletop Health Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of 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”).
Spindletop Health Acquisition Corp. Austin, TX 78731Subscription Agreement • March 19th, 2021 • Spindletop Health Acquisition Corp. • New York
We are pleased to accept the offer Spindletop Health Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of November 3, 2021, is entered into by and among Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), and Spindletop Health Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”).
20,000,000 Units SPINDLETOP HEALTH ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
Spindletop Health Acquisition Corp., 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.
SPINDLETOP HEALTH ACQUISITION CORP. STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • March 19th, 2021 • Spindletop Health Acquisition Corp. • Texas
This, the “Strategic Services Agreement”, is made on this ____ day of March, 2021 (the “Effective Date”), by and between Spindletop Health Acquisition Corp whose current address is 7000 N. Mopac Expressway, Suite 315 Austin, TX 78731 (the “Company”), and [______________], hereinafter referred to as the “Strategic Consultant”, which expression shall unless it be repugnant to the context or meaning thereof, deemed to mean and include his heirs, legal representatives, liquidators, executors, successors and assigns. The Company and Strategic Consultant are hereinafter referred to singly as a “Party” and together as the “Parties”.
Spindletop Health Acquisition Corp. Austin, TX 78731Underwriting Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 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 “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 statemen
Spindletop Health Acquisition Corp.Administrative Services Agreement • November 8th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Spindletop Health Acquisition Corp. (the “Company”) are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”), Spindletop Capital Management, LLC (“Management”) shall make available to the Company, at 3571 Far West Blvd., Suite 108 Austin, TX 78731 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support and other administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Manageme
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • October 18th, 2021 • Spindletop Health Acquisition Corp. • Blank checks
This Amendment No. 1 to Promissory Note (this “Amendment”) is entered into as of August 30, 2021 by and among Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”) and Spindletop Health Sponsor Group, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Sponsor”) of the Promissory Note (the “Note”) issued on February 23, 2021. The Company and the Sponsor are collectively referred to herein as the “Parties.” Unless otherwise specified herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2022 • Spindletop Health Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 20, 2022, is made by and between Spindletop Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of November 3, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
Spindletop Health Acquisition Corp.Administrative Services Agreement • October 18th, 2021 • Spindletop Health Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Spindletop Health Acquisition Corp. (the “Company”) are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”), [Spindletop Management, LLC] (“Management”) shall make available to the Company, at 3571 Far West Blvd., Suite 108 Austin, TX 78731 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support and other administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Management the
