INDEMNITY AGREEMENTIndemnity Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Montes Archimedes Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [·], 2020 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Montes Archimedes Acquisition Corp. 50,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
Montes Archimedes Acquisition 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 50,000,000 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 7,500,000 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
MONTES ARCHIMEDES ACQUISITION CORP. Menlo Park, CA 94025Montes Archimedes Acquisition Corp • September 24th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Patient Square Capital LP (the “Subscriber” or “you”) has made to purchase 14,375,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,875,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”), and Patient Square Capital LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
Montes Archimedes Acquisition Corp. 724 Oak Grove, Suite 130 Menlo Park, CA 94025Letter Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Montes Archimedes Acquisition Corp. 724 Oak Grove, Suite 130 Menlo Park, CA 94025Letter Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2020, by Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”), Patient Square Capital LLC, a Delaware limited liability company (the “Sponsor”), and the additional 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”).
MONTES ARCHIMEDES ACQUISITION CORP. 724 Oak Grove, Suite 130 Menlo Park, CA 94025Montes Archimedes Acquisition Corp • September 24th, 2020 • Blank checks • New York
WARRANT AGREEMENT between MONTES ARCHIMEDES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2020Warrant Agreement • September 24th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Montes Archimedes Acquisition 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”, also referred to herein as the “Transfer Agent”).
