Perceptive Capital Solutions Corp c/o Perceptive Advisors New York, NY 10003Perceptive Capital Solutions Corp • May 21st, 2024 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 27, 2024 by and between Perceptive Capital Solutions Holdings, a Cayman Islands exempted company (the “Subscriber” or “you”), and Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to surrender and cancellation by you, as further described in Section 3.1 below, to the extent the underwriters of the initial public offering (“IPO”) of Class A ordinary shares, $0.0001 par value per share, of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) and the Company’s Class A
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2024, is entered into by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”), and Perceptive Capital Solutions Holdings, a Cayman Islands exempted company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”), Perceptive Capital Solutions Holdings, a Cayman Island exempted company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including 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”).
PERCEPTIVE CAPITAL SOLUTIONS CORP 51 Astor Place, 10th Floor New York, New York 10003Letter Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks
Perceptive Capital Solutions Corp 51 Astor Place, 10th Floor New York, New York 10003Letter Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 8,625,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,125,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
INDEMNITY AGREEMENTIndemnity Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
7,500,000 Class A Ordinary Shares Perceptive Capital Solutions Corp UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks • New York
Introductory. Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 7,500,000 Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”). The 7,500,000 Class A Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,125,000 Class A Ordinary Shares as provided in Section 2. The additional 1,125,000 Class A Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC has agreed to act a
