INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2021 by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between ROSE HILL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: October 13, 2021 ROSE HILL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
The undersigned, Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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 Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 18th, 2021 • Rose Hill 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 October 13, 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
WARRANT AGREEMENT ROSE HILL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 13, 2021Warrant Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 13, 2021, is by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited purpose Company, as warrant agent (in such capacity, the “Warrant Agent”).
Rose Hill Acquisition Corporation Atlanta, Georgia 30327Securities Subscription Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
This amended and restated securities subscription agreement (this “Agreement”) is entered into on August 25, 2021 by and between the Subscriber and the Company. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase the Shares, up to 656,250 of which are subject to surrender and cancellation by you 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 Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Rose Hill Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2021, is made and entered into by and among Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Rose Hill Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and J.V.B. Financial Group, LLC on behalf of its division, Cohen & Company Capital Markets (“CCM”) 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Letter AgreementLetter Agreement • October 18th, 2021 • Rose Hill 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 Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including 1,875,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, terms and limitations as described in the Pr
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 18th, 2021 • Rose Hill 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 October 13, 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Rose Hill Sponsor LLC, a Delaware limited liability company, and J.V.B. Financial Group, LLC on behalf of its division, Cohen & Company Capital Markets (collectively, the “Purchasers”).
BUSINESS COMBINATION AGREEMENT by and among INVERSIONES E INMOBILARIA GHC LTDA, ROSE HILL ACQUISITION CORPORATION and ALEJANDRO GARCÍA HUIDOBRO EMPRESARIO INDIVIDUAL solely for the purposes of Section 2.1, Section 2.2, Section 4.4(b) and Article XI...Business Combination Agreement • October 25th, 2022 • Rose Hill Acquisition Corp • Blank checks • Delaware
ROSE HILL ACQUISITION CORPORATIONAdministrative Services Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
This letter agreement by and between Rose Hill Acquisition Corporation (the “Company”) and Rose Hill Sponsor 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 filed by the Company 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”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 25th, 2022 • Rose Hill Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of October 19, 2022, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”) and Rose Hill Sponsor LLC, a Delaware limited liability company (“Sponsor”), and the undersigned individual (collectively, together with Sponsor, the “Sponsor Parties”). SPAC, the Company and the Sponsor Parties shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 19th, 2023 • Rose Hill Acquisition Corp • Blank checks
THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of October 18, 2023, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”), and Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 25th, 2022 • Rose Hill Acquisition Corp • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of October 19, 2022, is made by and among (i) Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”); (ii) Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”); and (iii) Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 19th, 2023 • Rose Hill Acquisition Corp • Blank checks
THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of July 17, 2023, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”), and Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO THE SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 4th, 2023 • Rose Hill Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of July 31, 2023, to the Sponsor Support Agreement, dated as of October 19, 2022, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Rose Hill Sponsor LLC, a Delaware limited liability company (“Sponsor”), Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”), and Prize Superfoods, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). SPAC, Sponsor, the Company and New PubCo shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Sponsor Support Agreement.
TERMINATION, SETTLEMENT AND RELEASE AGREEMENTTermination, Settlement and Release Agreement • November 24th, 2023 • Rose Hill Acquisition Corp • Blank checks • Delaware
THIS TERMINATION, SETTLEMENT AND RELEASE AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) dated as of November 22, 2023, (the “Effective Date”) is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobiliaria GHC Ltda., a limited liability company organized under the laws of Chile (the “Company”), and Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
