REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), BLS Investor Group LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor and 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Vesper Healthcare Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Vesper Healthcare Acquisition Corp. Bay 2 Miami Beach, FL 33139Letter Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _________, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and BLS Investor Group LLC, a Delaware limited liability company (the “Purchaser”).
Underwriting AgreementUnderwriting Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
Vesper Healthcare 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 J.P. Morgan Securities LLC (the “Representatives” or “you”) are acting as representatives, an aggregate of 40,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 6,000,000 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”).
WARRANT AGREEMENT between VESPER HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Vesper Healthcare Acquisition Corp. Bay 2 Miami Beach, FL 33139 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, 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 10 hereof.
Vesper Healthcare Acquisition Corp.Vesper Healthcare Acquisition Corp. • September 21st, 2020 • Blank checks • New York
This letter agreement by and between Vesper Healthcare Acquisition Corp. (the “Company”) and BLS Advisors LLC (“BLSA”), 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”):
