UNDERWRITING AGREEMENT between ROSE HILL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: October 13, 2021 ROSE HILL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 18th, 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 October 13, 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 October 13, 2021Warrant Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 13, 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 Limited purpose Company, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2021 • Rose Hill Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 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 J.V.B. Financial Group, LLC on behalf of its division, Cohen & Company Capital Markets (“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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 18th, 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 October 13, 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 J.V.B. Financial Group, LLC on behalf of its division, Cohen & Company Capital Markets (collectively, the “Purchasers”).
ROSE HILL ACQUISITION CORPORATIONRose Hill Acquisition Corp • October 18th, 2021 • Blank checks • New York
This letter agreement by and between Rose Hill Acquisition Corporation (the “Company”) and Rose Hill Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Letter AgreementLetter Agreement • October 18th, 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
