Sanaby Health Acquisition Corp. I Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2021, is made and entered into by and among Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), Sanaby Health Sponsor I 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”).

WARRANT AGREEMENT between SANABY HEALTH ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 14, 2021
Warrant Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between Sanaby Health Acquisition Corp. I, 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 AGREEMENT
Investment Management Trust Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2021, by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

October 14, 2021 Sanaby Health Acquisition Corp. I Palo Alto, CA 94306
Underwriting Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • 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 Sanaby Health Acquisition Corp. I, 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 17,250,000 of the Company’s units (including up to 2,250,000 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 s

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 22nd, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____ __], 2021, by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • September 22nd, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [______ __], 2021, by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).

Underwriting Agreement between SANABY HEALTH ACQUISITION CORP. i and BTIG, LLC Dated October 14, 2021 SANABY HEALTH Acquisition Corp. I UNDERWRITING AGREEMENT
Underwriting Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

The undersigned, Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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 BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:

Sanaby Health Acquisition Corp. I Palo Alto, California 94306
Securities Subscription Agreement • September 22nd, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

This agreement (the “Agreement”) is entered into on April 8, 2021 by and between Sanaby Health Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:

SANABY HEALTH ACQUISITION CORP. I
Administrative Support Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

This letter agreement by and between Sanaby Health Acquisition Corp. I (the “Company”) and Sanaby Health Sponsor I LLC (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 Nasdaq Global 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 AGREEMENT
Private Placement Warrants Purchase Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and Sanaby Health Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • September 22nd, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______ __], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and Sanaby Health Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).

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