COWEN AND COMPANY, LLC 599 Lexington Ave., 27th Floor New York, New York 10022 May 15, 2018Cowen and Company • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby VectoIQ Acquisition Corp., a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Chardan Capital Markets, LLC (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-224351) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022Cowen and Company • January 4th, 2019 • Andina Acquisition Corp. III • Blank checks • New York
ORCHARD THERAPEUTICS PLC [●] American Depositary Shares, representing [●] Ordinary Shares Underwriting AgreementCowen and Company • October 23rd, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances) • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the date hereof, among the Company, Citibank, N.A. as depositary (the “Depositary”), and the owners and beneficial owners from time to time of the ADSs. Each Offered ADS will initially represent the right to receive one Ordinary Share deposited pursuant to the Deposit Agreement.
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Cowen and Company • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of the Fee actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor, on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stock
