INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2020 by and between Montes Archimedes Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 6, 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. 40,000,000 Units UNDERWRITING AGREEMENTMontes Archimedes Acquisition Corp • October 13th, 2020 • 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 40,000,000 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 6,000,000 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. 724 Oak Grove, Suite 130 Menlo Park, CA 94025Letter Agreement • October 13th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
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 • October 13th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
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 • October 13th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 6, 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”).
WARRANT AGREEMENT between MONTES ARCHIMEDES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 6, 2020Warrant Agreement • October 13th, 2020 • Montes Archimedes Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 6, 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”).
MONTES ARCHIMEDES ACQUISITION CORP. 724 Oak Grove, Suite 130 Menlo Park, CA 94025Montes Archimedes Acquisition Corp • October 13th, 2020 • Blank checks • New York
This letter agreement by and between Montes Archimedes Acquisition Corp. (the “Company”) and Patient Square Capital LP (“PSC”), 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 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”):
