BUSINESS COMBINATION AGREEMENT by and among HEALTHWELL ACQUISITION CORP. I, as Purchaser, HEALTHWELL ACQUISITION CORP. I SPONSOR LLC, in the capacity as the Purchaser Representative, HWEL HOLDINGS CORP., as Pubco, HWEL MERGER SUB CORP., as Purchaser...Business Combination Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 27, 2023 by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Pubco (as defined below) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsi
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on as of April 27, 2023, by and among (i) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (ii) Healthwell Acquisition Corp. I, a Delaware corporation (“Purchaser”), (iii) Starton Therapeutics, Inc., a British Columbia corporation (the “Company”), and (iv) HWEL Holdings Corp., a Delaware corporation (“Pubco”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF VOTING AGREEMENTForm of Voting Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of April [●], 2023 by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, the “Purchaser”), (ii) Starton Therapeutics, Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), and (iii) the undersigned member (the “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
