UNDERWRITING AGREEMENT between HEALTHCARE MERGER CORP. and CANTOR FITZGERALD & CO. Dated: December 12, 2019 HEALTHCARE MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
The undersigned, Healthcare Merger Corp., a Delaware corporation (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”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 2019 is by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
December 12, 2019Letter Agreement • December 17th, 2019 • Healthcare Merger 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 among Healthcare Merger Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to registration s
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2019, is made and entered into by and between Healthcare Merger Corp., a Delaware corporation (the “Company”) and HCMC Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 12th day of December 2019, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), having its principal place of business at 623 Fifth Avenue, 14th Floor, New York, NY 10022, and HCMC Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 623 Fifth Avenue, 14th Floor, New York, NY 10022.
Healthcare Merger Corp.Healthcare Merger Corp. • December 17th, 2019 • Blank checks • New York
This letter agreement by and between Healthcare Merger Corp. (the “Company”) and MTS Health Partners, L.P. (the “MTS”), 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
