INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF UNDERWRITING AGREEMENT between ROSE HILL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: [ ], 2021 ROSE HILL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
The undersigned, Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
WARRANT AGREEMENT ROSE HILL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Rose Hill Acquisition Corporation Atlanta, Georgia 30327Securities Subscription Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
This amended and restated securities subscription agreement (this “Agreement”) is entered into on August 25, 2021 by and between the Subscriber and the Company. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase the Shares, up to 656,250 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Rose Hill Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with 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”).
Letter AgreementLetter Agreement • September 21st, 2021 • Rose Hill 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 between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including 1,875,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, terms and limitations as described in the Pr
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Rose Hill Sponsor LLC, a Delaware limited liability company, and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (collectively, the “Purchasers”).
ROSE HILL ACQUISITION CORPORATIONAdministrative Services Agreement • September 21st, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
