INDEMNITY AGREEMENTIndemnification Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [______], 2020, by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Hudson Executive Investment Corp., a Delaware corporation (the “Company”), HEC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and 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”).
Hudson Executive Investment Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
Hudson Executive Investment Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for you are acting as Representatives (the “Representatives”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement a
WARRANT AGREEMENTWarrant Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Hudson Executive Investment Corp. New York, NY 10022Securities Subscription Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • Delaware
Hudson Executive Investment Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by HEC Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 1,125,000 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, or a portion 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:
HUDSON EXECUTIVE INVESTMENT CORP. New York, NY 10022Administrative Services Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Hudson Executive Investment Corp. (the “Company”), HEC Sponsor LLC (the “Sponsor”) and Hudson Executive Capital LP, an affiliate of the Sponsor (“HEC”), 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 Capital 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”):
