UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
CHW Acquisition Corporation New Rochelle, NY 10804CHW Acquisition Corp • March 18th, 2021 • Blank checks • New York
CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), par value $0.0001 per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, up
FORM OF WARRANT AGREEMENTWarrant Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______ [__], 2021, is by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
CHW Acquisition Corporation 130 Bon Air Avenue New Rochelle, NY 10804 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 18th, 2021 • CHW 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 CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one half of one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regis
INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2021, is made and entered into by and among CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTForm of Investment Management Trust Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
CHW ACQUISITION CORPORATIONCHW Acquisition Corp • March 18th, 2021 • Blank checks • New York
This letter agreement by and between CHW Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and CHW Acquisition Sponsor LLC, 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 LLC (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”):
