Underwriting AgreementUnderwriting Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
First Digital Health Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as representative (in such capacity, the “Representative”), an aggregate of 17,500,000 units (the “Units”) of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). In the event that only one Underwriter is listed in Schedule A hereto, any references to the “Underwriters” shall be deemed to refer to the sole Underwriter in the singular form listed in such Schedule A to this underwriting agreement (this “Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2022, by and between First Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between First Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and First Digital Health Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among First Digital Health Acquisition Corp., a Delaware corporation (the “Company”) and First Digital Health Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, 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”).
First Digital Health Acquisition Corp.Underwriting Agreement • January 14th, 2022 • First Digital Health 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 First Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and William Blair & Company, L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 20,125,000 of the Company’s units (including up to 2,625,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statemen
WARRANT AGREEMENT FIRST DIGITAL HEALTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between First Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
May 12, 2021Securities Subscription Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
First Digital Health Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by First Digital Health Sponsor, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one-third of one warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over- allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between First Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FIRST DIGITAL HEALTH ACQUISITION CORP. Nashville, TN, 37215Administrative Services Agreement • January 14th, 2022 • First Digital Health Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between First Digital Health Acquisition Corp. (the “Company”), First Trust Capital Partners, LLC (“FTCP”) and Martin Ventures, LLC (“Martin Ventures”), 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”):
