Common use of FORM OF JOINDER AGREEMENT Clause in Contracts

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Support Agreement, dated as of March 19, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among SC Health Holdings Limited (the “Sponsor”), SC Health Corporation., a blank check exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Sponsor” under, the SPAC Investor Support Agreement as of the date hereof and shall have all of the rights and obligations of a Sponsor as if it had executed the SPAC Investor Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the SPAC Investor Support Agreement.

Appears in 1 contract

Samples: Joinder Agreement (SC Health Corp)

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FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Company Holders Support Agreement, dated as of March 19, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among SC Health Holdings Limited (the “Sponsor”), SC Health Corporation., a blank check exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and ), Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”) and Xx. Xxxxxx Xxxxxx Rickman, a shareholder of the Company and the sole shareholder of HoldCo, whose name appears on the signature pages of this Company Holders Support Agreement (the “Shareholder”). Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings meaning ascribed to such terms them in the Business Combination Agreement Company Holders Support Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “SponsorShareholder” under, the SPAC Investor Company Holders Support Agreement as of the date hereof and shall have all of the rights and obligations of a Sponsor Shareholder as if it had executed the SPAC Investor Company Holders Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the SPAC Investor Company Holders Support Agreement.

Appears in 1 contract

Samples: Joinder Agreement (SC Health Corp)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Sponsor Support Agreement, dated as of March 19November 15, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Sponsor Agreement”), by and among SC Health Holdings Limited Waldencast Long-Term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), SC Health Corporation.the directors of the Sponsor whose names appear on the signature pages of this Sponsor Agreement (such stockholders, a blank check exempted company incorporated in the Cayman Islands “Insiders”, and together with limited liability (the Sponsors, the SPACSponsor Parties”), Rockley Photonics Holdings LimitedWaldencast Acquisition Corp., an a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a public limited company incorporated under the Laws of Jersey prior to the Closing (as defined in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Merger Agreement (as defined below), )) (“HoldCoAcquiror”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and Rockley Photonics Obagi Global Holdings Limited, a Cayman Islands exempted company incorporated under the laws of England and Wales with company number 08683015 limited by shares (the “Company”). Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings meaning ascribed to such terms them in the Business Combination Agreement Sponsor Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Sponsor” under, the SPAC Investor Support Sponsor Agreement as of the date hereof and shall have all of the rights and obligations of a each Sponsor Party as if it had executed the SPAC Investor Support Sponsor Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the SPAC Investor Support Sponsor Agreement.

Appears in 1 contract

Samples: Sponsor Support Agreement (Waldencast Acquisition Corp.)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Company Holders Support Agreement, dated as of March 19, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among SC Health Holdings Limited (the “Sponsor”), SC Health Corporation., a blank check exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and ), Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”) and certain of the shareholders of the Company, whose names appear on the signature pages of this Company Holders Support Agreement (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings meaning ascribed to such terms them in the Business Combination Agreement Company Holders Support Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “SponsorShareholder” under, the SPAC Investor Company Holders Support Agreement as of the date hereof and shall have all of the rights and obligations of a Sponsor Shareholder as if it had executed the SPAC Investor Company Holders Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the SPAC Investor Company Holders Support Agreement.

Appears in 1 contract

Samples: Joinder Agreement (SC Health Corp)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Stockholder Support Agreement, dated as of March 19November 15, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among SC Health Holdings Limited (the “Sponsor”), SC Health Corporation.Waldencast Acquisition Corp., a blank check Cayman Islands exempted company incorporated in the Cayman Islands with limited liability by shares (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with which shall migrate and domesticate as a public limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and Rockley Photonics Limited, a company incorporated under the laws Laws of England Jersey), Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares, and Wales with Cedarwalk Skincare Ltd., a Cayman Islands exempted company number 08683015 (the “Company”)limited by shares. Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings meaning ascribed to such terms them in the Business Combination Agreement Support Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “SponsorCompany Stockholder” under, the SPAC Investor Support Agreement as of the date hereof and shall have all of the rights and obligations of a Sponsor the Company Stockholder as if it had executed the SPAC Investor Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the SPAC Investor Support Agreement.

Appears in 1 contract

Samples: Joinder Agreement (Waldencast Acquisition Corp.)

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FORM OF JOINDER AGREEMENT. This Joinder Agreement [—] (this the “Joinder AgreementParty”) is made as of executing and delivering this Joinder Agreement pursuant to the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Support Framework Agreement, dated as of March 19July 29, 2021 2011 (as amended, supplemented or otherwise modified from time to time, the “Support Framework Agreement”), by and among SC Health Holdings Limited (the “Sponsor”), SC Health Corporation., a blank check exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and Rockley Photonics Alibaba Group Holding Limited, a company incorporated organized under the laws of England and Wales with company number 08683015 the Cayman Islands (the CompanyAlibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation and shareholder of Alibaba, Xxxxxx.xxx Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, APN Ltd., a company organized under the laws of the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, the Joinder Parties, and solely with respect to the Sections referred to in Section 10.05 therein, Jack Ma Yun and Joseph Chung Tsai. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms them in the Business Combination Framework Agreement. By executing this Joinder Agreement The Joining and delivering it to Alibaba, the Joinder Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be become a party to, and a “Sponsor” under, the SPAC Investor Support Agreement as of the date hereof and shall have all of the rights and obligations of a Sponsor as if it had executed the SPAC Investor Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all and to comply with the provisions of the termsFramework Agreement and the terms of each the Transaction Documents applicable to the Zhejiang Alibaba E-Commerce Co., provisions and conditions contained Ltd. Shareholders in the SPAC Investor Support same manner as if the Joining Party had been an original party thereto. The Joinder Party agrees to refrain from taking any actions that would directly or indirectly (with or without the passage of time) cause the Zhejiang Alibaba E-Commerce Co., Ltd. Shareholders to fail to satisfy such obligations under the Framework Agreement or any Transaction Documents thereto. Each Party to the Framework Agreement is intended to be a third party beneficiary to this Joinder Agreement and shall be entitled to rely upon, and enforce this Joinder Agreement, to the same extent as if it is a signatory hereto. Accordingly, each of the undersigned has executed this Joinder Agreement as of the day of , 20 . JOINDER PARTY ALIBABA GROUP HOLDING LIMITED By: By: Name: Name: Title: Title: ZHEJIANG ALIBABA E-COMMERCE CO., LTD. By: Name: Title: FORM OF SPOUSAL CONSENT The undersigned represents that the undersigned is the spouse of: Name of [Joinder Party] and that the undersigned is familiar with the terms of the Framework Agreement, dated as of July 29, 2011 (the “Framework Agreement”), by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation and shareholder of Alibaba, Xxxxxx.xxx Co., Ltd., a company organized under the laws of the People’s Republic of China, APN Ltd., a company organized under the laws of the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a company organized under the laws of the People’s Republic of China, solely with respect to the Sections referred to in Section 10.05 therein, Jack Ma Yun and Joseph Chung Tsai, and the Joinder Parties. The undersigned hereby agrees that the interest of the undersigned’s spouse in all property which is the subject of such Framework Agreement shall be irrevocably bound by the terms of such Framework Agreement and by any amendment, modification, waiver or termination signed by the undersigned’s spouse. The undersigned further agrees that the undersigned’s interest, including any marital property interest or right to an elective share, in all property which is the subject of such Framework Agreement shall be irrevocably bound by the terms of such Framework Agreement, and that such Framework Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes the undersigned’s spouse to amend, modify or terminate such Framework Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by the undersigned’s spouse shall be binding on the interest of the undersigned, including any marital property interest or right to an elective share, in all property which is the subject of such Framework Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: , 20 Name: Annex D Dated this [—] day of [—], [—]

Appears in 1 contract

Samples: Framework Agreement (Yahoo Inc)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the SPAC Investor Sponsor Support Agreement, dated as of March 19November 15, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Sponsor Agreement”), by and among SC Health Holdings Limited Waldencast Long-Term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), SC Health Corporation.Waldencast Acquisition Corp., a blank check Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a public limited company incorporated under the Laws of Jersey prior to the Closing (as defined in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Milk Equity Purchase Agreement (as defined below), )) (“HoldCoAcquiror”), Rockley Mergersub LimitedMilk Makeup LLC, an exempted company incorporated in the Cayman Islands with a Delaware limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”)) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the equityholders of the Company. Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings meaning ascribed to such terms them in the Business Combination Agreement Sponsor Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Sponsor” under, the SPAC Investor Support Sponsor Agreement as of the date hereof and shall have all of the rights and obligations of a the Sponsor as if it had executed the SPAC Investor Support Sponsor Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the SPAC Investor Support Sponsor Agreement.

Appears in 1 contract

Samples: Sponsor Support Agreement (Waldencast Acquisition Corp.)

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