INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 15, 2018 by and between DFB 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 • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2018, is made and entered into by and among DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), Deerfield/RAB Ventures LLC, a Delaware limited liability company (the “Sponsor”), 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DFB Healthcare Acquisitions Corp. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
DFB 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 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 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”).
WARRANT AGREEMENT between DFB HEALTHCARE ACQUISITIONS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 15, 2018, is by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
DFB Healthcare Acquisitions Corp. 780 Third Avenue New York, NY 10017 Re: Initial Public Offering Gentlemen:Letter Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), Goldman Sachs & Co. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
This Agreement is made on this 15th day of February, 2018 by and between DFB 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.”
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of February 15, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Purchaser”).
DFB Healthcare Acquisitions Corp. 780 Third Avenue New York, NY 10017DFB Healthcare Acquisitions Corp. • February 22nd, 2018 • Blank checks • New York
DFB Healthcare Acquisitions Corp. February 15, 2018Letter Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ Capital Market.
