SC HEALTH CORPORATION
Exhibit 10.11
SC HEALTH CORPORATION
000 Xxxxxxxx Xxxx #00-00
Xxxxxxxxx 000000
July 11, 2019
SIN Capital Group Pte. Ltd.
000 Xxxxxxxx Xxxx #00-00
Xxxxxxxxx 000000
Ladies and Gentlemen:
This letter agreement (this “Agreement”) by and between SC Health Corporation (the “Company”) and SIN Capital Group Pte. Ltd. (the “Provider”), 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”):
(1) The Provider shall make available to the Company, at 000 Xxxxxxxx Xxxx #00-00, Xxxxxxxxx 000000 (or any successor location of the Provider), certain office space, secretarial
support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Provider the sum of $10,000 per month commencing on the Listing Date and continuing monthly thereafter until the
Termination Date; and
(2) The Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public
offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in the Trust Account for any reason whatsoever.
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York applicable to contracts wholly performed within its borders of such state, without giving effect to the conflict of law principles thereof.
[Signature page follows]
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Very truly yours,
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SC Health Corporation
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By:
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/s/ Xxxxx Xxx |
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Name:
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Xxxxx Xxx |
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Title:
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Director |
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AGREED AND ACCEPTED BY:
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SIN Capital Group Pte. Ltd.
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By:
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/s/ Sin Xxxx Xxxx
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By:
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Name:
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Sin Xxxx Xxxx |
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Title:
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Director |
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[Signature Page to Administrative Services Agreement]
