INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 2nd, 2020 • BCLS Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October [●], 2020 by and between BCLS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BCLS Acquisition Corp. Boston, MA 02116Securities Subscription Agreement • October 2nd, 2020 • BCLS Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 31, 2020 by and between BCLS Acquisition Holdings, LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and BCLS Acquisition 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 3,593,750 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) 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 • October 2nd, 2020 • BCLS Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between BCLS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 2nd, 2020 • BCLS Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among BCLS Acquisition Corp., a Cayman Islands exempted company (the “Company”), BCLS Acquisition Holdings, LP, a Cayman Island exempted limited partnership (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”).
October [●], 2020 BCLS Acquisition Corp. Boston, Massachusetts 02116Underwriting Agreement • October 2nd, 2020 • BCLS 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”) entered into by and among BCLS Acquisition Corp., a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 14,375,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,875,000 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 paragr
BCLS Acquisition Corp. 12,500,000 Shares Underwriting AgreementUnderwriting Agreement • October 2nd, 2020 • BCLS Acquisition Corp. • Blank checks • New York
BCLS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 12,500,000 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”). The 12,500,000 Ordinary Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase, at the election of the Underwriters, up to 1,875,000 additional Class A ordinary shares (the “Optional Shares,” the Optional Shares, together with the Firm Shares, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • October 2nd, 2020 • BCLS Acquisition 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 October [●], 2020, is entered into by and between BCLS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BCLS Acquisition Holdings, LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
BCLS ACQUISITION CORP.Office Space and Administrative Services Agreement • October 2nd, 2020 • BCLS Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of BCLS Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), BCLS Acquisition Holdings, LP (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 200 Clarendon Street, Boston, Massachusetts 02116 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month commencing on the Effective Date and continuing monthl
