SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENT BY AND AMONG HEALTHCOR CATALIO ACQUISITION CORP., OPTIMUS MERGER SUB I, INC., OPTIMUS MERGER SUB II, INC., HYPERFINE, INC., AND LIMINAL SCIENCES, INC. DATED AS OF JULY 7, 2021Business Combination Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made by and among HC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), a holder of Parent Class B Ordinary Shares and Parent Class A Ordinary Shares, and the Other Class B Shareholders that are signatories hereto (each, a “HealthCor Shareholder”, and collectively, the “HealthCor Shareholders”), HealthCor Catalio Acquisition Corp. (“HealthCor”), Liminal Sciences, Inc., a Delaware corporation (“Liminal”), and Hyperfine, Inc., a Delaware corporation (the “Hyperfine”) (Hyperfine and Liminal are each, a “Company” and, are collectively, the “Companies”). The HealthCor Shareholders, HealthCor and the Companies shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
