INDEMNITY AGREEMENTIndemnification Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of March [ ], 2020, by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [ ], 2020 by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2020, is made and entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), DFP 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”).
DFP Healthcare Acquisitions Corp.Underwriting Agreement • March 5th, 2020 • DFP Healthcare Acquisitions 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 among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. 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 up to 23,000,000 of the Company’s units (including up to 3,000,000 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-fourth of one redeemable warrant. Each whole warrant (each, a “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
DFP Healthcare Acquisitions Corp. 780 Third AvenueSecurities Subscription Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by DFP Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 4,312,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 562,500 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:
DFP Healthcare Acquisitions Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and DFP Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March [ ], 2020, is by and between DFP Healthcare Acquisitions 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”).
FORM OF STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
This Agreement is made on this day of March, 2020 by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Christopher Wolfe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
DFP HEALTHCARE ACQUISITIONS CORP. New York, NY 10017Administrative Services Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among DFP Healthcare Acquisitions Corp. (the “Company”) and DFP 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 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”):
