Underwriting AgreementUnderwriting Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
Compute Health 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”) an aggregate of 75,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 11,250,000 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”). If only Goldman Sachs & Co. LLC is listed on Schedule I hereto, any references to Underwriters shall refer exclusively to Goldman Sachs & Co. LLC.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Omar Ishrak (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Jean Nehmé (“Indemnitee”).
COMPUTE HEALTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 4, 2021Warrant Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021, is by and between Compute Health 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”).
Compute Health Acquisition Corp. Wilmington, DE 19801Underwriting Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively the "Underwriters"), relating to an underwritten initial public offering (the “Public Offering”), of 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units sha
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
Compute Health Acquisition Corp. 1105 North Market Street, Suite 1300 Wilmington, DE 19801Administrative Services Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Compute Health Acquisition Corp. (the “Company”) and Compute Health Sponsor LLC (the “Provider”), 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 New York Stock Exchange (the “Listing Date”) 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 on Form S-1 (File No. 333-252245) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1105 North Market Street, Suite 1300, Wilmington, DE 19801 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain administrative and support services as may be reasonably requested by the
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Compute Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
