PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 18th, 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 May 12, 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 18th, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 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. 645 Fifth Avenue, 21st Floor New York, New York 10022Letter Agreement • May 18th, 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 May 12, 2021Warrant Agreement • May 18th, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated May 12, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENT®Investment Management Trust Agreement • May 18th, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 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”).
UNDERWRITING AGREEMENT between ORION BIOTECH OPPORTUNITIES CORP. and CANTOR FITZGERALD & CO. Dated: May 12, 2021 ORION BIOTECH OPPORTUNITIES CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 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:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 18th, 2021 • Orion Biotech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 12, 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 FloorOrion Biotech Opportunities Corp. • May 18th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Orion Biotech Opportunities Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Orion Sponsor Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, and administrative and other services as may be required by the Company from time to time, situated at 645 Fifth Avenue, 21st Floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and
