50,000,000 SAILSM Securities Revolution Healthcare Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
Revolution Healthcare Acquisition Corp. Cambridge, MA 02138Securities Subscription Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 11, 2021 by and between REV Sponsor LLC, a Delaware limited liability company (the “Subscriber ” or “you”), and Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,731,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”) of the Company, up to 356,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February [__], 2021, by and between Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENT between REVOLUTION HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February [•], 2021, is by and between Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February [__], 2021, is made and entered into by and among Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation (the “Foundation”), 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Health Assurance Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2021 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Revolution Healthcare Acquisition Corp. 20 University Road Cambridge, Massachusetts 02138 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036Underwriting Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
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 between Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 57,500,000 of the Company’s SAILSM securities (including up to 7,500,000 SAILSM securities granted to the Underwriter that may be purchased to cover over-allotments, if any) (the “SAILSM securities”), 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-fifth 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. The SAILSM securities will be sold in the Public Offering pursuant to a registr
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [__], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
REVOLUTION HEALTHCARE ACQUISITION CORP. 20 University Road Cambridge, MA 02138Administrative Support Agreement • March 1st, 2021 • Revolution Healthcare Acquisition Corp. • Blank checks • New York
