INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is made and entered into by and among USHG Acquisition Corp., a Delaware corporation (the “Company”), USHG Investments, LLC, a Delaware limited liability company (the “Sponsor”), Share Our Strength, a 501(c)(3) nonprofit organization (“Share Our Strength”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • USHG 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 USHG Acquisition Corp., a Delaware corporation (the “Company”), and USHG Investments, LLC, a Delaware limited partnership (the “Purchaser”).
USHG Acquisition Corp. 28,750,000 Units Underwriting AgreementUnderwriting Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
USHG Acquisition Corp., a Delaware corporation (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”), for whom Goldman Sachs & Co. LLC and Piper Sandler & Co. (the “Representatives” or “you”) are acting as representatives, an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires.
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ • ], 2021 by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
USHG Acquisition Corp. 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC New York, New York 10282-2198 Piper Sandler & Co. New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Piper Sandler & Co, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
USHG Acquisition Corp.Letter Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) relating to the initial public offering (the “IPO”) of securities of USHG Acquisition Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Union Square Hospitality Group, LLC (“USHG”) shall make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time at 853 Broadway, 17th Floor, New York, NY 10003 (or any successor location). In exchange therefor, the Company shall pay USHG a sum of $10,000 within two business days of the Effective Date and once per month
USHG Acquisition Corp. 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC New York, New York 10282-2198 Piper Sandler & Co. New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Piper Sandler & Co, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
