INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • Orion Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Orion Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Orion Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Orion Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
ORION ACQUISITION CORP.Orion Acquisition Corp. • February 12th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Orion Healthcare Acquisition Partners, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Orion Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Orion Acquisition Corp. New York, NY 100017Letter Agreement • February 12th, 2021 • Orion 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 Orion Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “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 Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “P
WARRANT AGREEMENT between ORION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 12th, 2021 • Orion Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Orion 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • Orion 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 among Orion Acquisition Corp., a Delaware corporation (the “Company”), and Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 12th, 2021 • Orion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Orion Acquisition Corp., a Delaware corporation (the “Company”), Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (the “Sponsor”), 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”).
ORION ACQUISITION CORP. 767 3rd Avenue, 11th Floor New York, NY 10017Orion Acquisition Corp. • February 12th, 2021 • Blank checks • New York
