Orion Biotech Opportunities Corp. 645 Fifth Ave, 21st Floor New York, NY 10022 5910Securities Subscription Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 8, 2021 by and between Orion Sponsor Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [●], 2021, by and between Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March [●], 2021, is made and entered into by and among Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), Orion Sponsor Holdings, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including 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 Biotech Opportunities Corp.Underwriting Agreement • April 1st, 2021 • Orion Biotech Opportunities 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 Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth 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. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) fil
WARRANT AGREEMENT Orion biotech OPPORTUNITIES Corp. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March [●], 2021Warrant Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March [●], 2021, is by and between Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
UNDERWRITING AGREEMENT between ORION BIOTECH OPPORTUNITIES CORP. and CANTOR FITZGERALD & CO. Dated: April [ ], 2021 ORION BIOTECH OPPORTUNITIES CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
The undersigned, Orion Biotech Opportunities Corp., 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 1st, 2021 • Orion Biotech Opportunities 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 March [●], 2021, is entered into by and between Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Orion Sponsor Holdings, LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENT®Investment Management Trust Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [●], 2021 by and between Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March [●], 2021, by and between Orion Biotech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
ORION BIOTECH OPPORTUNITIES CORP. 645 Fifth Avenue, 21st FloorOffice Space Agreement • April 1st, 2021 • Orion Biotech Opportunities Corp. • Blank checks
