Common use of Introductory Clause in Contracts

Introductory. SC Health Corporation, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units of the Company (the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationTekkorp Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . Each Unit consists of one Class A ordinary share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesShare”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder thereof to purchase one Ordinary Share (the “Warrant(s)Public Warrants”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationEdtechX Holdings Acquisition Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 units of the Company (the “Units”). The 10,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 1,500,000 Units as provided in Section 2. The additional 1,500,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇entities.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationVPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Public Warrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationLive Oak Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationR▇▇▇ ▇▇ Acquisition IV Co., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” and each an “Underwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 an aggregate of 10,000,000 units of the Company (the “Firm SecuritiesUnits”) at a purchase price (net of discounts and also proposes to issue and sell to the Underwriters, at the option commissions) of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the $9.80 per Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereofUnit. Each unit (the “Unit(s)”) Firm Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Ordinary Firm Shares”), ) of the Company and one-half of one warrantwarrant (collectively, where the “Firm Warrants”), of which each whole warrant Firm Warrant entitles the holder thereof to purchase one Ordinary Share share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Warrant(sOptional Units”), each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-half of one warrant as described above (collectively, the “Optional Warrants”). The Ordinary Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” R▇▇▇ Capital Partners, LLC (“R▇▇▇”) and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“C▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by with the Company that includes such U.S. Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s an initial Business Combination Combination, and (as defined belowii) or 12 months from the date of the consummation of the Offering and terminating expiring at 5:00 p.m. (P.M., New York City time) , on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), only a whole warrant may be exercisedPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement) Statement (as defined below), shall mean a merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with C▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 424,000 units (or up to 461,500 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-half of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, effective dated as of the date hereof, with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”)trustee, substantially in substantially the form filed as Exhibit 10.2 an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) Units and certain a portion of the proceeds of from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issuedPublic Units. The Company has entered into a Warrant Agreement, effective dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, substantially in substantially the form filed as Exhibit 4.4 an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription an Escrow Agreement, dated as of December 28the date hereof, 2018 with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Securities Subscription Escrow Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate Insider Shares will be placed in escrow with CST until the fulfillment of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectuscertain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor holders of the Insider Shares and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementof, among other securities, the Company has also granted certain registration rights in respect of the Forward Purchase Insider Shares, the Forward Purchase Warrants Private Units and the Ordinary Shares securities underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)Private Units. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement letter agreements (the “Administrative Services AgreementInsider Letters”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor Company’s initial stockholders, officers and ASTdirectors, substantially in the form filed as escrow agent (an exhibit to the “Cash Escrow Agreement”)Registration Statement, pursuant to which the Sponsor or its affiliate has agreed initial stockholders, officers and directors agree to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events certain actions described in the Warrant Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. SC Health CorporationThe stockholders of TechTarget, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”)) named in Schedule B (collectively, agrees with the “Selling Stockholders”) severally, and not jointly, propose to sell to the several underwriters named in Schedule I hereto A (the “Underwriters”) an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The 5,000,000 Shares to be sold by the Selling Stockholders are called the “Firm Shares.” In addition, the Selling Stockholders have severally, and not jointly, granted to the Underwriters an option to purchase up to an additional 750,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 750,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-181187, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “UnderwritersSecurities Act”), for whom you including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated May 13, 2014 describing the Offered Shares and the offering thereof (the “RepresentativePreliminary Prospectus Supplement”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units of the Company (the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and), together with the Firm SecuritiesBase Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until offering thereof and is used prior to the 52nd day following the date filing of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet together with the Commission on Base Prospectus, is called a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. “preliminary prospectus.” As used herein, the term “Business CombinationProspectus” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.the

Introductory. SC Health Digimarc Corporation, a Cayman Islands exempted company Delaware corporation (the “"Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm Securities”"Underwriters") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments __________ shares (the “Optional Securities” and, together with the "Firm Securities, the “Offered Securities”---------- Shares") as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary sharesits Common Stock, par value $0.0001 0.001 per share (the “Ordinary "Common Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”"). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading)In addition, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement WarrantsUnderwriters an option to purchase up to an additional __________ Common Shares (the "Option Shares") that may be issued upon conversion of working capital loansas provided in Section 2. Pursuant The Firm Shares and, if and to the Forward Purchase Agreementextent such option is exercised, the Company has also granted certain registration rights in respect of Option Shares are collectively called the Forward Purchase "Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants". The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with BancBoston ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BankInc., N.A. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., have agreed to act as representatives of the several Underwriters (in an amount equal to $7,500,000 (or $8,625,000 if such capacity, the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates"Representatives") in connection with the events described offering and sale of the Shares. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-87501), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreement.form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the "Prospectus"; provided, however, if the Company has, with the consent of BancBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., elected to rely upon Rule 434 under the Securities Act, the

Introductory. SC Health CorporationAP Acquisition Corp, a Cayman Islands exempted company (the “Company”), agrees with proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than to purchase up to 2,250,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole warrant Warrants may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered will enter into an Investment Management Trust Agreement, effective as of the date hereofClosing Date (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, effective as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with the SponsorSponsor in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 9,500,000 warrants (or up to 5,450,000 Warrants 10,625,000 warrants if the Underwriters’ over-allotment option is exercised in full)) at a price of $1.00 per Private Placement Warrant, each entitling the holder holder, upon exercise, to purchase one Ordinary Share (the “Private Placement Warrants”), ) for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights AgreementCompany, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect each of the Private Placement Warrants Company’s officers, directors and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which director nominees will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused cause to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each effective as of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement Closing Date (the “Insider LetterLetter Agreement”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, space and secretarial and administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health Forum Merger IV Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationChenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 10,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 1,500,000 additional units Units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof23 to this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary sharesshare, par value $0.0001 per share share, of the Company (the “Class A Ordinary SharesShare”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless or, if such date is not a business day, the Representative informs the Company of its decision to allow earlier separate tradingfollowing business day), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective dated as of the date hereofhereof (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28April 8, 2018 2021 (the “Securities Subscription Founder’s Purchase Agreement”), with Chenghe Investment Co., a Cayman Islands exempted company with limited liability (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 3,450,000 7,187,500 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.003 per share, of the CompanyCompany (the “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”) for an aggregate purchase price of $25,000 (. On June 20, 2021 and December 28, 2021, respectively, the “Sponsor surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 4,312,500 Founder Shares”). Up On March 29, 2022, the Sponsor further surrendered and forfeited to 562,500 us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 2,875,000 founder shares, of which up to 375,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares are substantially similar to the Ordinary our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of these 177,439 Founder Shares included transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the Units except as described in event the Registration Statement, the Statutory Prospectus and the Prospectusunderwriters’ over-allotment option is not exercised. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 7,000,000 warrants (or up to 5,450,000 Warrants if 7,750,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereofhereof (the “Insider Letter”), between by and among the Sponsor and each of the Company’s executive officers, directors and director nomineesnominees and members of the Company’s advisory board, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and Exhibit 10.9 to the Registration Statement (the “Insider LetterPromissory Note”)) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of [ ], 2022 (the date hereof“Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 10.7 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate a monthly fee of up to $10,000 15,000 for certain office space, utilities, secretarial and administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationAuthentic Equity Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC and BMO Capital Markets Corp. have agreed to act as Representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the ( “Class A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationZ-Work Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”, “you” or “your”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s 13,000,000 Class A ordinary shares, par value $0.0001 per share share, of the Company (the “Class A Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The 13,000,000 Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of are called the proceeds of “Firm Securities.” In addition, the Offering (Company has granted to the Underwriters an option to purchase up to an additional 1,950,000 Class A Ordinary Shares as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form provided in Section 2. The additional 1,950,000 Class A Ordinary Shares to be sold by the Company that includes pursuant to such audited balance sheet option are collectively called the “Optional Securities.” The Firm Securities and, if and (c) to the Company having issued a press release announcing when extent such separate trading will begin. No fractional Warrants will be issued upon separation option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇▇▇ LLC have agreed to act as Representatives of the Unitsseveral Underwriters (together in such capacity, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on “Representatives”) in connection with the later of 30 days after the completion offering of the Company’s initial Business Combination Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or 12 months from the date of plural, as the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercisedcontext requires. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationKismet Acquisition Three Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, to issue and sell to the several Underwriters 15,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 3,750,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) ). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as set forth belowused herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof23 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share shares (the “Class A Ordinary Shares”), and one-half third of one warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole warrant Warrants may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisitionshare reconstruction and amalgamation, share purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses involving the Companyor entities. The Company has entered into an Investment Management Trust Agreement, effective dated as of the date hereofhereof (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered into a Warrant Agreement, effective dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of December 28September 21, 2018 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 3,450,000 7,687,500 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, shares of the CompanyCompany (the “Class B Ordinary Shares”), for an aggregate purchase a total subscription price of $25,000 25,000, or approximately $0.003 per share (the “Founder Shares”). Up to 562,500 Founder 937,500 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 4,666,667 warrants (or up to 5,450,000 Warrants 5,166,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties theretoSponsor, in substantially the form filed as Exhibit 10.3 10.5 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to Class A Ordinary Shares underlying the Private Placement Warrants) Warrants and warrants that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereofhereof (the “Insider Letter”), between by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form forms filed as Exhibit 10.1 10.2 and Exhibit 10.3, respectively, to the Registration Statement (the “Insider Letter”)Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationJena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to 20,000,000 units (the several Underwriters 15,000,000 units “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 3,000,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Securities” and”), together with as set forth below. The Firm Securities and the Firm Securities, Optional Securities are herein collectively called the “Offered Securities”) .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as set forth belowused herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), ) and one-half one right to receive one twentieth (1/20) of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses involving the Companyor entities. The Company has entered will enter into an Investment Management Trust Agreement, effective as of the date hereofClosing Date (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants Units (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered will enter into a Warrant Rights Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company Closing Date (the “SponsorRights Agreement”) and AST), dated as warrant agentof the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the WarrantsRights, the Forward Purchase Warrants and the Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of December 28February 27, 2018 2025 (the “Securities Subscription Agreement”), with the Jena Acquisition Sponsor LLC II (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 3,450,000 5,750,000 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Units Purchase Agreement”), with (the “Sponsor”) in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 225,000 private placement units (or up to 5,450,000 Warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,250,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each entitling the holder to purchase Private Placement Unit is one Ordinary Share (the each, a “Private Placement WarrantsShare”)) and one right entitling the holder thereof to receive one twentieth (1/20) of one Ordinary Share (each, for $1.00 per a “Private Placement Warrant. The Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants and Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares underlying issuable upon the Founder Shares and the exercise of any Private Placement Warrants Rights upon the consummation of an initial Business Combination, and the warrants (which will be substantially similar to the Private Placement Warrants) certain securities that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Administration Services Agreement”), pursuant to which the Company will will, subject to the terms of the Administration Services Agreement, pay to such the Sponsor or an affiliate of the Sponsor an aggregate monthly fee of $10,000 2,500 for certain accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative and support services. The Company has entered into an escrow Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, dated effective as of the date hereof, with the Sponsor and AST, as escrow agent Closing Date (the “Cash Escrow Letter Agreement”), pursuant in substantially the form filed as Exhibit 10.1 to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇Registration Statement.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationTKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of share for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇entities.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationArtius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to 25,000,000 units (the several Underwriters 15,000,000 units “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 3,750,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Securities” and”), together with as set forth below. The Firm Securities and the Firm Securities, Optional Securities are herein collectively called the “Offered Securities”) .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as set forth belowused herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and oneone right to receive one twenty-half fifth (1/25) of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,250,000 (or 1,437,500 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the Company’s holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) or 12 months from ), and the date distribution of Distributable Shares will occur substantially concurrently with the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, only a whole warrant may will not be exercisedseparately transferable, assignable or saleable, and will not be evidenced by any certificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered will enter into an Investment Management Trust Agreement, effective as of the date hereofClosing Date (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants Units (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered will enter into a Warrant Rights Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company Closing Date (the “SponsorRights Agreement”) and AST), dated as warrant agentof the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the WarrantsRights, the Forward Purchase Warrants and the Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of December 28July 31, 2018 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 3,450,000 7,187,500 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 562,500 937,500 of the Founder Shares are subject to forfeiture depending on to the extent to which the Underwriters’ Underwriters do not exercise their over-allotment option is exercisedoption. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Units Purchase Agreement”), with the SponsorSponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 200,000 private placement units (or up to 5,450,000 Warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,000,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each entitling the holder to purchase Private Placement Unit is one Ordinary Share (the each, a “Private Placement WarrantsShare”)) and one right entitling the holder thereof to receive one twenty-fifth (1/25) of one Ordinary Share (each, for $1.00 per a “Private Placement Warrant. The Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants and Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares underlying issuable upon the Founder Shares and the exercise of any Private Placement Warrants Rights upon the consummation of an initial Business Combination, and the warrants (which will be substantially similar to the Private Placement Warrants) certain securities that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Administration Services Agreement”), pursuant to which the Company will will, subject to the terms of the Administration Services Agreement, pay to such an affiliate of the Sponsor an aggregate monthly fee of $10,000 25,000 for certain accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative and support services. The Company has entered into an escrow Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, dated effective as of the date hereof, with the Sponsor and AST, as escrow agent Closing Date (the “Cash Escrow Letter Agreement”), pursuant in substantially the form filed as Exhibit 10.1 to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇Registration Statement.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationuniQure B.V., a Cayman Islands exempted Dutch private company with limited liability (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A [·] ordinary shares, par nominal value $0.0001 EUR 0.05 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The [·] Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (are called the “Trustee”)Firm Shares.” In addition, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of to the Private Placement Warrants and the Underwriters an option to purchase up to an additional [·] Ordinary Shares underlying as provided in Section 2. The additional [·] Ordinary Shares to be sold pursuant to such option are called the Founder “Optional Shares.” The Firm Shares and, if and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementextent such option is exercised, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Optional Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (are collectively called the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with Offered Shares.” ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ BankLLC (“Jefferies”) and Leerink Partners LLC (“Leerink”) have agreed to act as representatives of the several Underwriters (in such capacity, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representatives”) in connection with the events described offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Prior to the delivery of the Offered Shares under this Agreement, the following actions, among others, will be effected by execution of one or more notarial deeds: (i) the conversion of all outstanding Class A, Class B and Class C Ordinary Shares of the Company into Ordinary Shares and (ii) the conversion of uniQure B.V. into a Dutch public company with limited liability, whereby the Company will be renamed uniQure N.V. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, File No. 333-193158 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreement.form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is

Introductory. SC Health CorporationColombier Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” and each an “Underwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 an aggregate of 26,000,000 units of the Company (the “Firm SecuritiesUnits”) and also proposes at a purchase price (excluding the Deferred Underwriting Commission described in Section 3 hereof) of $10.00 per Firm Unit. The Firm Units are to issue and sell be offered initially to the Underwriters, public at the option offering price of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the $10.00 per Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereofUnit. Each unit (the “Unit(s)”) Firm Unit consists of one of the Company’s Class A ordinary sharesshare, par value $0.0001 per share (“Class A Ordinary Shares” and the Class A ordinary shares included in the Firm Units, the “Ordinary Firm Shares”) of the Company and one-eighth of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one Class A Ordinary Share under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,900,000 units (the “Optional Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Optional Shares”) and one-half eighth of one warrantwarrant as described above (collectively, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Optional Warrants”). The Ordinary Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the Prospectus (hereof unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by with the Company that includes such U.S. Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Class A Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after date on which the completion of the Company’s Company completes an initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering Combination, and terminating expiring at 5:00 p.m. (P.M., New York City time) , on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidationredemption; provided, however, provided that pursuant to no fractional Class A Ordinary Shares shall be issued in respect of the Warrant Agreement (as defined below), only a whole warrant may be exercisedPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement) Statement (as defined below), shall mean a an amalgamation, merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities and involving the Company. The In September 2025, the Company has entered into issued an Investment Management Trust Agreementaggregate of 9,583,334 Class B Ordinary Shares, effective as of the date hereof, with American Stock Transfer & Trust Company par value $0.0001 per share (“ASTClass B Ordinary Shares”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings LimitedColombier Sponsor III LLC, a Cayman Islands exempted Delaware limited liability company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination25,000. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase AgreementIn October 2025, the Company has also granted certain registration rights in respect of capitalized $38.33 standing to the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each credit of the Company’s executive officersshare premium account and issued an additional 383,333 Class B Ordinary Shares, directors and director nominees, resulting in substantially the form filed as Exhibit 10.1 to the Registration Statement Sponsor holding an aggregate of 9,966,667 Class B Ordinary Shares (the “Insider LetterShares”). The Company has entered into Insider Shares include an Administrative Services Agreement, dated as aggregate of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 up to 1,300,000 Class B Ordinary Shares subject to forfeiture to the Registration Statement extent the Over-Allotment Option (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option defined below) is not exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by so that the Sponsor will collectively own 25.0% of the Company’s issued and its affiliatesoutstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) in connection with and assuming that the events described Sponsor does not purchase Public Units in the Warrant AgreementOffering).

Introductory. SC Health CorporationAEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you Credit Suisse Securities (the “Representative”USA) LLC and Citigroup Global Markets Inc. are acting as representativerepresentatives (“the Representatives”), to issue and sell to the several Underwriters 15,000,000 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 6,000,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”) as set forth below). Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof23 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole warrant Warrants may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Companyor entities. The Company has entered will enter into an Investment Management Trust Agreement, effective to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, effective to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28July 31, 2018 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 3,450,000 11,500,000 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, Company for an aggregate purchase price of $25,000 25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 562,500 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 11,000,000 warrants (or up to 5,450,000 Warrants 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereofClosing Date (the “Insider Letter”), between by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 10.8 to the Registration Statement (the “Insider Letter”)Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationThe Pep Boys -- Manny, Moe & ▇▇▇▇, a Cayman Islands exempted company Pennsylvania corporation (the “"Company”"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units of the Company (the “Firm Securities”) and also proposes to issue and sell from time to time certain of its unsecured debt securities registered under the Underwritersregistration statement referred to in Section 2(a) ("Registered Securities"). The Registered Securities will be issued under a Senior Indenture, dated as of ________, 19__ ("Senior Indenture"), between the Company and __________, as Trustee or a Subordinated Indenture, dated as of _________, 19__ ("Subordinated Indenture," and together with the Senior Indenture, the "Indentures"), between the Company and _________, as Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the option time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The Registered Securities involved in any such offering are hereinafter referred to as the "Offered Securities." The firm or firms which agree to purchase the Offered Securities are hereinafter referred to as the "Underwriters" of such securities, and the representative or representatives of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company if any, specified in a Terms Agreement referred to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (3 are hereinafter referred to as the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation"Representatives"; provided, however, that pursuant to if the Warrant Terms Agreement (as defined below), only a whole warrant may be exercised. As used hereindoes not specify any representative of the Underwriters, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”)"Representatives", as trustee (the “Trustee”), used in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant this Agreement (other than Warrants held by in Sections 2(ii), 5(c) and 6 and the Sponsor and its affiliates) in connection with second sentence of Section 3), shall mean the events described in the Warrant AgreementUnderwriters.

Introductory. SC Health CorporationLandcadia Holdings III, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 50,000,000 units of the Company (the “Units”). The 50,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Class A Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationGeneral Purpose Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC has agreed to act as the Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), ) and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Class A Ordinary Share (the “Warrant(s)Public Warrants”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇entities.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health Forum Merger III Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Public Units”). The 25,000,000 Public Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,750,000 Public Units as provided in Section 2. The additional 3,750,000 Public Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or and 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationArtius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to 20,000,000 units (the several Underwriters 15,000,000 units “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 3,000,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Securities” and”), together with as set forth below. The Firm Securities and the Firm Securities, Optional Securities are herein collectively called the “Offered Securities”) .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as set forth belowused herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one right to receive one tenth (1/10) of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the Company’s holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) or 12 months from ), and the date distribution of Distributable Shares will occur substantially concurrently with the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, only a whole warrant may will not be exercisedseparately transferable, assignable or saleable, and will not be evidenced by any certificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered will enter into an Investment Management Trust Agreement, effective as of the date hereofClosing Date (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants Units (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered will enter into a Warrant Rights Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company Closing Date (the “SponsorRights Agreement”) and AST), dated as warrant agentof the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the WarrantsRights, the Forward Purchase Warrants and the Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of December 28July 31, 2018 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 3,450,000 7,187,500 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to 562,500 Founder Shares the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on to the extent to which the Underwriters’ Underwriters do not exercise their over-allotment option is exercisedoption. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Units Purchase Agreement”), with the SponsorSponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 175,000 private placement units (or up to 5,450,000 Warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each entitling the holder to purchase Private Placement Unit is one Ordinary Share (the each, a “Private Placement WarrantsShare”)) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, for $1.00 per a “Private Placement Warrant. The Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants and Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares underlying issuable upon the Founder Shares and the exercise of any Private Placement Warrants Rights upon the consummation of an initial Business Combination, and the warrants (which will be substantially similar to the Private Placement Warrants) certain securities that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Administration Services Agreement”), pursuant to which the Company will will, subject to the terms of the Administration Services Agreement, pay to such an affiliate of the Sponsor an aggregate monthly fee of $10,000 25,000 for certain accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative and support services. The Company has entered into an escrow Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, dated effective as of the date hereof, with the Sponsor and AST, as escrow agent Closing Date (the “Cash Escrow Letter Agreement”), pursuant in substantially the form filed as Exhibit 10.1 to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇Registration Statement.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationTRG Latin America Acquisitions Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to 20,000,000 units (the several Underwriters 15,000,000 units “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 3,000,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Securities” and”), together with as set forth below. The Firm Securities and the Firm Securities, Optional Securities are herein collectively called the “Offered Securities”) .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as set forth belowused herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), ) and one-half one right to receive one tenth (1/10) of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses involving the Companyor entities. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereofhereof (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants Units (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Rights Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company hereof (the “SponsorRights Agreement”) and AST, as warrant agent), in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the WarrantsRights, the Forward Purchase Warrants and the Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of December 28November 17, 2018 2025 (the “Securities Subscription Agreement”), with the TRG Latin America Acquisitions LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 3,450,000 5,750,000 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Units Purchase Agreement”), with the SponsorSponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 225,000 private placement units (or up to 5,450,000 Warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,250,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each entitling the holder to purchase Private Placement Unit is one Ordinary Share (the each, a “Private Placement WarrantsShare”)) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, for $1.00 per a “Private Placement Warrant. The Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated effective as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants and Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares underlying issuable upon the Founder Shares and the exercise of any Private Placement Warrants Rights upon the consummation of an initial Business Combination, and the warrants (which will be substantially similar to the Private Placement Warrants) certain securities that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)if any. The Company has entered into an Administrative Services Agreement, dated effective as of the date hereofhereof (the “Administration Services Agreement”), with the Sponsor or an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will will, subject to the terms of the Administration Services Agreement, pay to such the Sponsor or an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and support serviceseach of the Company’s officers, directors and director nominees have duly executed and delivered a letter agreement, effective as of the date hereof (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement. On November 17, 2025, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Offering pursuant to a non-interest bearing unsecured promissory note (the “Promissory Note”), in substantially the form filed as Exhibit 10.6 to the Registration Statement. The Promissory Note will be payable on the Closing Date. The Company has entered into an escrow agreementa Financial Advisory Services Agreement, dated effective as of the date hereof, with the Sponsor and AST, as escrow agent hereof (the “Cash Escrow Advisory Agreement”), pursuant to which with the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full)Representative, to be used provide advisory services to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant AgreementCompany.

Introductory. SC Health CorporationHealthy Fast Food, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units 1,000,000 Units, each Unit consisting of (i) one share of the Company Company’s common stock (“Common Stock”), (ii) one Class A warrant to cover over-allotments purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the “Optional SecuritiesClass A Warrants”), and (iii) two Class B warrants, each to purchase one share of Common Stock (each a “Class B Warrant”, collectively, the “Class B Warrants” and, together with the Firm SecuritiesClass A Warrants, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Warrants”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision are to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation under the terms of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)) by and between the Company and Computershare Trust Company, pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription AgreementWarrant Agent”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form most recently filed as Exhibit 10.3 an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Units to be sold by the Company are collectively called the “Registration Rights AgreementFirm Units”). In addition, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant Underwriters an option to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused purchase up to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement an additional 150,000 Units (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services AgreementOptional Units”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support servicesas provided in Section 2. The Company has entered into an escrow agreementFirm Units and, dated as of if and to the date hereofextent such option is exercised, with the Sponsor and AST, as escrow agent (Optional Units are collectively called the “Cash Escrow AgreementUnits”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. P▇▇▇▇▇▇ ▇▇▇▇▇ BankInvestment Company, N.A. Inc. has agreed to act as representative of the several Underwriters (in an amount equal to $7,500,000 (or $8,625,000 if such capacity, the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representative”) in connection with the events described in offering and sale of the Warrant Agreement.Units. The Company confirms its agreement with the Underwriters as follows:

Introductory. SC Health CorporationLF Capital Acquisition Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company (the “Units”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇entities.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationBright Lights Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and Moelis & Company LLC (“Moelis”) have agreed to act as set forth the representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or and 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationLandcadia Holdings II, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 27,500,000 units of the Company (the “Units”). The 27,500,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 4,125,000 Units as provided in Section 2. The additional 4,125,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Class A Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationNational Fuel Gas Company, a Cayman Islands exempted company New Jersey corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) ), acting severally and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securitiesjointly, the “Offered Securities”) as respective amounts set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists such Schedule A of one $450,000,000 aggregate principal amount of the Company’s Class A ordinary shares, par value $0.0001 per share 5.20% Notes due 2025 (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Notes”). The Ordinary Shares ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Warrants included in the Units will not trade separately until the 52nd day following the date ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the Prospectus several Underwriters (unless in such capacity, the Representative informs “Representatives”) in connection with the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company offering and sale of the proceeds of Notes. If there are no Underwriters named in Schedule A other than the Offering (as defined below)Representatives, (b) then the filing of such audited balance sheet with terms “Underwriters” and “Representatives” shall each be deemed to refer to the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will beginUnderwriters. No fractional Warrants The Notes will be issued upon separation pursuant to an indenture, dated as of October 1, 1999, between the Units, Company and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price The Bank of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary Mellon (formerly The Bank of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”New York), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement including an Officer’s Certificate pursuant thereto (the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust AgreementCompany (the “Depositary”), pursuant to which the proceeds from the sale a Blanket Letter of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account Representations, dated April 8, 2008 (the “Trust AccountDTC Agreement”) for ), between the benefit of the Company, the Underwriters Company and the holders of the Firm Securities and the Optional Securities, if and when issuedDepositary. The Company has entered into a Warrant Agreement, effective as of prepared and filed with the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) Securities and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company Exchange Commission (the “SponsorCommission”) and ASTa registration statement on Form S-3 (File No. 333- 202877), as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement which contains a base prospectus (the “Warrant AgreementBase Prospectus”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in public offering and sale of debt securities, including the Warrant Agreement.Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

Introductory. SC Health American Tower Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”"COMPANY"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units of the Company (the “Firm Securities”) and also proposes to issue and sell from time to the Underwriterstime certain of its unsecured debt securities, at the option of the Underwriterspreferred stock, an aggregate of not more than 2,250,000 additional units depositary shares, Class A Common Stock ("COMMON STOCK") and warrants and certain stockholders of the Company ("SELLING STOCKHOLDERS") may sell Common Stock registered under the registration statements referred to cover over-allotments in Section 2(a) (collectively, "REGISTERED SECURITIES"). The Registered Securities constituting senior debt securities will be issued under the Indenture identified in the Terms Agreement referred to in Section 3 ("SENIOR INDENTURE"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms. The Registered Securities constituting subordinated debt securities will be issued under the Indenture identified in the Terms Agreement referred to in Section 3 (the “Optional Securities” and"SUBORDINATED INDENTURE", and together with the Firm SecuritiesSenior Indenture, the “Offered Securities”) "INDENTURES" or, each, an "INDENTURE"), in one or more series, which series may vary as set forth belowto interest rates, maturities, redemption provisions, selling prices and other terms. Certain capitalized terms used herein The Registered Securities constituting preferred stock may be issued in one or more series, which series may vary as to dividend rates, redemption provisions, selling prices and not otherwise defined are defined other terms. The Registered Securities constituting depositary shares will be issued by the Depositary identified in the Terms Agreement referred to in Section 24 hereof. Each unit 3 (the “Unit(s"DEPOSITARY") under the deposit agreement identified in the Terms Agreement referred to in Section 3 ("DEPOSIT AGREEMENT")”) consists of , in one or more series, each representing an interest in shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”)'s preferred stock. The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants Registered Securities constituting warrants will be issued upon separation under a warrant agreement identified in the Terms Agreement referred to in Section 3 ("WARRANT AGREEMENT"), between the Company and the Warrant Agent identified in the Terms Agreement referred to in Section 3 (the "WARRANT AGENT"), in one or more series, which series may vary as to securities or other property purchasable, expiration dates, exercise dates, selling prices, exercise prices and other terms. Particular series or offerings of Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the Units, and only whole Warrants will tradetime of sale. Each whole Warrant entitles its holder, upon exercise, The Registered Securities involved in any such offering are hereinafter referred to purchase one Ordinary Share at a price of $11.50 per share during as the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation"OFFERED SECURITIES"; provided, however, that if the Terms Agreement provides for an over-allotment option ("OVER-ALLOTMENT OPTION"), then the Registered Securities involved in any such offering and to be purchased by the Underwriters are hereinafter referred to as the "FIRM OFFERED SECURITIES" and any Registered Securities involved in any such offering which may be purchased pursuant to the Warrant Agreement (Over-Allotment Option are hereinafter referred to as defined below)the "OPTIONAL OFFERED SECURITIES"; provided, only a whole warrant may be exercised. As used hereinfurther, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a mergerhowever, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of that the Firm Offered Securities and the Optional SecuritiesOffered Securities are herein collectively referred to as the "OFFERED SECURITIES". The firm or firms which agree to purchase the Offered Securities are hereinafter referred to as the "UNDERWRITERS" of such securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "REPRESENTATIVES"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Sections 2(b), 5(d) and when issued6 and the second sentence of Section 3), shall mean the Underwriters. The Subsidiaries of the Company has have entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Credit Agreement, dated as of December 28January 6, 2018 2000, among Verestar Inc., American Towers, Inc. and American Tower L.P., respectively, and Toronto Dominion (the “Securities Subscription Agreement”)Texas) Inc. as Administrative Agent, with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed lenders under such agreement (as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementheretofore amended, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”"CREDIT AGREEMENT"). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationLive Oak Acquisition Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and BofA Securities, Inc. (“BofA Securities”) have agreed to act as set forth representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationALX Oncology Holdings Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) (i) an aggregate of 7,370,690 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units (ii) pre-funded warrants of the Company to cover over-allotments purchase an aggregate of 1,250,000 Shares (the “Optional SecuritiesPre-Funded Warrants”). The 7,370,690 Shares to be sold by the Company are called the “Firm Shares” and, together with the Pre-Funded Warrants, are referred to herein as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,293,103 Shares as provided in Section 2. The additional 1,293,103 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares” and, together with the Pre-Funded Warrants, are referred to herein as the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination.” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Trust Company Co. (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor▇▇▇▇▇ ▇▇▇▇▇▇▇”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Bank& Co. (“Cantor”) have agreed to act as representatives of the several Underwriters (in such capacity, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representatives”) in connection with the events described offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. As used herein, “Warrant Shares” means the Shares issuable upon exercise of the Pre-Funded Warrants. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-263863, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreement.form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any

Introductory. SC Health CorporationHealthy Fast Food, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units 2,500,000 Units, each Unit consisting of (i) one share of the Company Company’s common stock (“Common Stock”), (ii) one Class A warrant to cover over-allotments purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the “Optional SecuritiesClass A Warrants”), and (iii) one Class B warrant to purchase one share of Common Stock (each a “Class B Warrant”, collectively, the “Class B Warrants” and, together with the Firm SecuritiesClass A Warrants, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Warrants”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision are to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation under the terms of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)) by and between the Company and Computershare Trust Company, pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription AgreementWarrant Agent”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form most recently filed as Exhibit 10.3 an exhibit to the Registration Statement (hereinafter defined). The 2,500,000 Units to be sold by the Company are collectively called the “Registration Rights AgreementFirm Units”). In addition, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant Underwriters an option to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused purchase up to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement an additional 375,000 Units (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services AgreementOptional Units”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support servicesas provided in Section 2. The Company has entered into an escrow agreementFirm Units and, dated as of if and to the date hereofextent such option is exercised, with the Sponsor and AST, as escrow agent (Optional Units are collectively called the “Cash Escrow AgreementUnits”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. P▇▇▇▇▇▇ ▇▇▇▇▇ BankInvestment Company, N.A. Inc. has agreed to act as representative of the several Underwriters (in an amount equal to $7,500,000 (or $8,625,000 if such capacity, the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representative”) in connection with the events described in offering and sale of the Warrant Agreement.Units. The Company confirms its agreement with the Underwriters as follows:

Introductory. SC Health CorporationSiddhi Acquisition Corp, a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to 20,000,000 units (the several Underwriters 15,000,000 units “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 2,250,000 to purchase up to 3,000,000 additional units of the Company Units to cover over-allotments allotments, if any (the “Optional Securities” and”), together with as set forth below. The Firm Securities and the Firm Securities, Optional Securities are herein collectively called the “Offered Securities”) .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as set forth belowused herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 of this agreement (this “Agreement”). Each unit (the “Unit(s)”) Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one right to receive one tenth (1/10) of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants Ordinary Shares will be issued upon separation conversion of the Units, and only whole Warrants any rights. Fractional Ordinary Shares will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant either be rounded down to the Warrant Agreement (as defined below), only a nearest whole warrant may be exercisedshare or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered will enter into an Investment Management Trust Agreement, effective as of the date hereofClosing Date (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants Units (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered will enter into a Warrant Rights Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company Closing Date (the “SponsorRights Agreement”) and AST), dated as warrant agentof the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the WarrantsRights, the Forward Purchase Warrants and the Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of December 28July 15, 2018 2024 (the “Original Securities Subscription Agreement”), with Siddhi Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 3,450,000 5,750,000 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up On October 7, 2024, the Original Securities Subscription Agreement was amended (the “Amendment No. 1 to 562,500 Founder Shares the Original Securities Subscription Agreement” and, together with the Original Securities Subscription Agreement, the “Securities Subscription Agreement”), and the Company, through a share capitalization, issued to the Sponsor an additional 1,437,500 Class B ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 7,187,500 Class B ordinary shares. Subsequently, on February 10, 2025, the Sponsor surrendered for no consideration 1,437,500 Class B ordinary shares such that, in the aggregate, the Sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on to the extent to which the Underwriters’ Underwriters do not exercise their over-allotment option is exercisedoption. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Units Purchase Agreement”), with the SponsorSponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 300,000 private placement units (or up to 5,450,000 Warrants 315,000 private placement units if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $3,000,000 (or $3,150,000 if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each entitling the holder to purchase Private Placement Unit is one Ordinary Share (the each, a “Private Placement WarrantsShare”)) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, for $1.00 per a “Private Placement Warrant. The Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants Units, the Private Placement Rights, the Private Placement Shares (and the any Ordinary Shares underlying issuable upon the conversion of the Founder Shares and exercise of the Private Placement Warrants and the warrants (which will be substantially similar to Units or the Private Placement WarrantsRights) upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will will, subject to the terms of the Administrative Services Agreement, pay to such an affiliate of the Sponsor an aggregate monthly fee of $10,000 15,000 for certain office spacetechnology, software, computer, systems, administrative support, secretarial services and support servicesinfrastructure fees. The Company has entered into an escrow Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, dated effective as of the date hereof, with the Sponsor and AST, as escrow agent Closing Date (the “Cash Escrow Letter Agreement”), pursuant in substantially the form filed as Exhibit 10.1 to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇Registration Statement.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationEurand N.V., a Cayman Islands exempted public company with limited liability organized under the laws of the Netherlands (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units underwriters named in Schedule A (each an “Underwriter”, and, collectively, the “Underwriters”) an aggregate of 7,000,000 ordinary shares of the Company (the “Firm SecuritiesCommon Stock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 $ per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration StatementIn addition, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer of the Company (“Selling Stockholder A”), and Warburg, ▇▇▇▇▇▇ BankEquity Partners, N.A. L.P., Warburg, ▇▇▇▇▇▇ Ventures International, L.P., Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners I C.V. and Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners III C.V. (collectively, “Selling Stockholders B” and together with Selling Stockholder A, the “Selling Stockholders”) have granted to the Underwriters an option to purchase up to an additional 1,050,000 ordinary shares (the “Optional Shares”) of the Company, as provided in an Section 2, each Selling Stockholder selling up to the amount equal set forth opposite such Selling Stockholder’s name in Schedule B. The Firm Shares and, if and to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment extent such option is exercised exercised, the Optional Shares are collectively called the “Shares”. Deutsche Bank Securities Inc. (“DB”) and ▇▇▇▇▇▇ Brothers Inc. (“LB”) have agreed to act as representatives of the several Underwriters (in full)such capacity, to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representatives”) in connection with the events described in offering and sale of the Warrant Agreement.Shares. To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as used herein shall mean you, as Underwriters. The terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The Company and each of the Selling Stockholders, if any, hereby confirm their agreements with the Underwriters as follows:

Introductory. SC Health CorporationSocial Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 Underwriter 65,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 2,250,000 9,750,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 to this agreement (this “Agreement”). Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of dated October [●], 2020 (the date hereof“Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of dated October [●], 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28July 16, 2018 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with SCH Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 3,450,000 18,687,500 Class B ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 562,500 Founder Shares , 2,437,500 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, effective as of the date hereof dated October [●], 2020 (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 7,500,000 warrants (or up to 5,450,000 Warrants 8,475,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of October [●], 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreement, dated October [●], 2020 (the date hereof“Insider Letter”), between by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Insider Letter”)Statement. The Company has entered into an Administrative Services Agreement, dated as of October [●], 2020 (the date hereof“Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationAssurance Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units 50,000,000 SAILSM (Stakeholder Aligned Initial Listing) securities of the Company (said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 7,500,000 additional units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof23 to this agreement (this “Agreement”). Each unit SAILSM security (each, a “SAILSM Security” and, together, the “Unit(s)SAILSM Securities”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of dated [Ÿ], 2020 (the date hereof“Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of dated [Ÿ], 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28September 24, 2018 2020 (the “Securities Subscription Alignment Share Purchase Agreement”), with General Catalyst Group X - Early Venture, L.P., a Delaware limited partnership (“GC Early Venture”) and Health Assurance Economy Foundation, a Delaware corporation (the Sponsor“Foundation”), pursuant to which GC Early Venture and the Sponsor Foundation purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares2,875,000 shares of the Company’s Class B common stock, par value of approximately $0.00008 0.0001 per shareshare (the “Class B Common Stock” and, of together with the CompanyClass A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Founder Conversion Shares”), the “Alignment Shares”), 2,587,500 of which were subsequently transferred by GC Early Venture to the Sponsor (as defined below). Up to 562,500 Founder 375,000 of the Alignment Shares are owned by the Sponsor being subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Alignment Shares are substantially similar to the Ordinary Shares shares Class A Common Stock included in the Units SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with HAAC Sponsor, LLC (the “Sponsor”) and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor and certain directors of the Company agreed to purchase an aggregate of 5,000,000 Warrants 11,333,333 warrants (or up to 5,450,000 Warrants if 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each whole warrant entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of [Ÿ], 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares shares of Class A Common Stock underlying the Founder Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreementagreement dated [Ÿ], dated 2020 (the date hereof“Insider Letter”), between by and among the Sponsor Sponsor, the Foundation and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to GC Early Venture in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Insider LetterPromissory Note”)) in exchange for the payment of the equivalent amount by GC Early Venture to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of January 31, 2021 or the date of the closing of the Offering. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such the Sponsor, or an affiliate of thereof, as determined by the Sponsor Sponsor, an aggregate monthly annual fee of $10,000 120,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 12,500,000 units of the Company (the “Units”). The 12,500,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 1,875,000 Units as provided in Section 2. The additional 1,875,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC has agreed to act as Representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the ( “Class A Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or and 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationVelti plc, a Cayman Islands exempted company established in the Bailiwick of Jersey (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units underwriters named in Schedule A (the “Underwriters”) an aggregate of [ ] ordinary shares of the Company (each an “Ordinary Share”); and the shareholders of the Company named in Schedule B (collectively, the “Selling Shareholders”) severally propose to sell to the Underwriters an aggregate of [ ] Ordinary Shares. The [ ] Ordinary Shares to be sold by the Company and the [ ] Ordinary Shares to be sold by the Selling Shareholders are collectively called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersShares.” In addition, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of to the Private Placement Warrants and the Underwriters an option to purchase up to an additional [ ] Ordinary Shares underlying the Founder Shares and the Private Placement Warrants Selling Shareholders have severally granted to the Underwriters an option to purchase up to an additional [ ] Ordinary Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule B, as provided in Section 2. The additional [ ] Ordinary Shares to be sold by the Company and the warrants (which will additional [ ] Ordinary Shares to be substantially similar sold by the Selling Shareholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementextent such option is exercised, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Optional Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (are collectively called the “Insider LetterOffered Shares.” Jefferies & Company, Inc. (“Jefferies”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate ) has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bankact as representative of the several Underwriters (in such capacity, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representative”) in connection with the events described offering and sale of the Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (File No. 333-166793), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreementform in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” The Company has prepared and filed with the Commission a registration statement on Form 8-A (File No. [ ]) (the “Form 8-A Registration Statement”) in respect of the registration of the Offered Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Introductory. SC Health CorporationU.S. Restaurant Properties, Inc., a Cayman Islands exempted company Maryland corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units 2,575,000 shares of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary sharesits Common Stock, par value $0.0001 .001 per share (the “Ordinary Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 1,500,000 shares of Common Stock. The 2,575,000 shares of Common Stock to be sold by the Company and the 1,500,000 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Common Shares.” In addition, the Selling Stockholders have granted to the Underwriters an option to purchase up to an additional 611,250 shares of Common Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 611,250 shares to be sold by the Selling Stockholders pursuant to such options are collectively called the “Optional Common Shares.” The Firm Common Shares and, if and to the extent such options are exercised, the Optional Common Shares are collectively called the “Common Shares.” Banc of America Securities LLC (“BAS”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bank& Company, N.A. in an amount equal to $7,500,000 Inc. (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full“MK”), and Southwest Securities, Inc. (“Southwest”) have agreed to be used to pay $1.00 per Warrant act as representatives of the several Underwriters (other than Warrants held by in such capacity, the Sponsor and its affiliates“Representatives”) in connection with the events described offering and sale of the Common Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-3 (File No. 333-66371 and File No. 333-108054), which contain prospectuses dated July 12, 1999, and October 1, 2003, respectively, to be used in connection with the public offering and sale of the Common Shares. Such registration statements, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreementform in which they were declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), all documents incorporated by reference or deemed to be incorporated by reference therein, including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), are collectively called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. A prospectus supplement (the “Prospectus Supplement”) setting forth the terms of the offering, the plan of distribution of the Common Shares and additional information concerning the Company and its business has been or will be so prepared and will be so prepared and filed pursuant to Rule 424(b) of the Securities Act on or before the second business day after the date hereof (or such earlier time as may be required by the Securities Act). The July 12, 1999, prospectus and the October 1, 2003, prospectus together with the Prospectus Supplement, in the form first used by the Underwriters to confirm sales of the Common Shares, are called the “Prospectus”; provided, however, if the Company has, with the consent of BAS, elected to rely upon Rule 434 under the Securities Act, the term “Prospectus” shall mean the Company’s “prospectus subject to completion” (as defined in Rule 434(g) under the Securities Act) last provided to the Underwriters by the Company (each, a “preliminary prospectus”) dated October 1, 2003 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. Notwithstanding the foregoing, if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares that differs from the prospectus referred to in the immediately preceding sentence (whether or not such revised prospectus is required to be field with the Commission pursuant to Rule 424(b) under the Securities Act), the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. All references in this Agreement to (i) the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Introductory. SC Health CorporationAdicet Bio, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, (i) an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments 27,054,667 shares (the “Optional Securities” and, together with the Firm Securities, the “Offered SecuritiesShares”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary sharesits common stock, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “SponsorCommon Stock”) and AST, as warrant agent, (ii) pre-funded warrants of the Company (in substantially the form filed attached hereto as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”C) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up 8,445,333 shares of Common Stock at an exercise price equal to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share $0.0001 per share (the “Private Placement Pre-Funded Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus Shares and the Prospectus. The Pre-Funded Warrants to be sold by the Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (are called the “Registration Rights Agreement”)Firm Securities.” In addition, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may Underwriters an option to purchase up to an additional 5,325,000 shares of Common Stock as provided in ‎Section 2. The additional Shares to be issued upon conversion of working capital loans. Pursuant sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Securities and, if and to the Forward Purchase Agreementextent such option is exercised, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Optional Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (are collectively called the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with Offered Securities.” J▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ BankLLC (“Jefferies”) and Guggenheim Securities, N.A. LLC (“Guggenheim”) have agreed to act as representatives of the several Underwriters (in an amount equal to $7,500,000 (or $8,625,000 if such capacity, the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representatives”) in connection with the events described offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. As used herein, “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333‑263587, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreement.form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any

Introductory. SC Health CorporationPluristem Therapeutics Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named on Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units 8,163,265 shares of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary sharesits common stock, par value $0.0001 0.00001 per share (the “Ordinary Shares”), and one-half of one warrants (each whole warrant, where each whole warrant entitles the holder a “Warrant”) to purchase one Ordinary Share up to an aggregate of 4,897,959 Shares. The 8,163,265 Shares to be sold by the Company are called the “Firm Shares.” The Firm Shares and the Warrants will be sold as units (the “Warrant(sUnits”), with each Unit consisting of one Share and Warrant to purchase 0.6 of a Shares. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,224,490 Shares as provided in Section 2 (the “Option Shares”) and/or Warrants to purchase up to an additional 734,694 Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”). The Ordinary Units, the Option Securities and all underlying Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (are collectively called the “Trustee”), in substantially Securities.” The Shares underlying the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Option Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (are collectively called the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,.” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank& Co., N.A. LLC has agreed to act as representative of the several Underwriters (in an amount equal to $7,500,000 (or $8,625,000 if such capacity, the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representative”) in connection with the events described offering and sale of the Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-199303, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreementform in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Securities is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b).

Introductory. SC Health CorporationArk Global Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Units”). The 30,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 4,500,000 Units as provided in Section 2. The additional 4,500,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC has agreed to act as a Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the ( “Ordinary SharesClass A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus Prospectus, or if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or and 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationNexstar Broadcasting Group, Inc., a Cayman Islands exempted company Delaware corporation (the “"Company”"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 10,000,000 shares (the "Firm Common Shares") of its Class A common stock, par value $.01 per share (the "Class A Common Stock"). In addition, the Company has granted to the Underwriters 15,000,000 units an option to purchase up to an additional 1,500,000 shares (the "Optional Common Shares") of Class A Common Stock, as provided in Section 2. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares, are collectively called the "Common Shares." Banc of America Securities LLC ("BAS"), Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇ Brothers Inc., UBS Securities LLC and RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Common Shares. Concurrent with the consummation of the sale of the Common Shares as contemplated by this Agreement, the Company will undertake a reorganization pursuant to that certain Merger and Reorganization Agreement dated as of November ., 2003 by and among the Company, Nexstar Broadcasting Group, LLC, the predecessor of the Company and certain of its subsidiaries thereto and Nexstar Finance Holdings II LLC (the “Firm Securities”"Nexstar Reorganization Agreement") whereby (i) Nexstar Broadcasting Group, L.L.C. and also proposes certain of its direct and indirect subsidiaries will be merged into the Company and will cease to issue exist, (ii) all of the assets previously held by Nexstar Broadcasting Group L.L.C. and sell such subsidiaries will be transferred to the UnderwritersCompany, at (iii) the option existing preferred membership interests in Nexstar Broadcasting Group L.L.C. will be redeemed for cash, (iv) the existing common membership interests in Nexstar Broadcasting Group L.L.C. will be converted into shares of the UnderwritersCompany's Class A, an aggregate of not more than 2,250,000 additional units Class B or Class C common stock, as the case may be and (v) certain subsidiaries of the Company to cover over-allotments (will be merged with and into other subsidiaries of the “Optional Securities” andCompany. The foregoing transactions, together with the Firm Securitiesoffering of the Common Shares contemplated by this Agreement, are collectively referred to herein as the "Reorganization." The Class A, Class B and Class C common stock of the Company is referred to herein as the "Common Stock." Unless the context otherwise requires, the “Offered Securities”) term "Company" includes Nexstar Broadcasting Group, Inc. and its predecessor, Nexstar Broadcasting Group, L.L.C. The Company or its subsidiaries have entered into local service agreements (as set forth below. Certain capitalized terms such term is used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), the "Local Service Agreements") with Mission Broadcasting, Inc. (b"Mission") and its subsidiaries, a subsidiary of ▇▇▇▇▇▇▇▇ Broadcast Group, Inc. and JDG Television, Inc. pursuant to which the filing Company provides various management, sales and other non-program related services to ten television stations it currently does not own. Of these ten television stations, two are owned by ▇▇▇▇▇▇▇▇ Broadcast Group and JGD Television, Inc., seven are owned by Mission and Mission provides various management, sales and other services to the remaining station pursuant to a Local Service Agreement with the owner of such audited balance sheet with station. A list of the Commission on a Current Report on Form 8-K or similar form by Local Service Agreements to which the Company that includes such audited balance sheet or Mission is a party is found in Appendix I hereto. In accordance with United States generally accepted accounting principles and (c) as further explained by and in the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement Registration Statement (as defined below), only a whole warrant may be exercisedMission and its subsidiaries are considered special purpose entities, and Mission's consolidated results of operations and financial position are consolidated with the Company's results of operations and financial position in the Company's consolidated financial statements as if Mission and its subsidiaries were the Company's wholly-owned subsidiaries. As used hereinOn or after the consummation of the sale of the Common Shares as contemplated by this Agreement, the term “Business Combination” Company will acquire Quorum Broadcast Holdings, LLC ("Quorum") pursuant to that certain Reorganization Agreement dated as described of September 12, 2003 between the Company and Quorum as amended by Amendment No. 1 to the Reorganization Agreement dated as of November 3, 2003 (collectively, the "Quorum Merger Agreement") whereby Quorum and its direct and indirect subsidiaries will be merged with and into the Company or one of the Company's subsidiaries, as the case may be. Pursuant to the Quorum Merger Agreement, (i) certain membership interests of Quorum will be redeemed for cash, (ii) all of the remaining membership interests in Quorum will be exchanged for shares of Class A Common Stock, and (iii) all of Quorum's outstanding indebtedness will be repaid or refinanced by the Company, as more fully described in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the CompanyProspectus. The Company has entered into foregoing transactions are collectively referred to herein as the "Quorum Acquisition." Quorum, directly or indirectly, owns and operates 10 television stations and, in addition, pursuant to various Local Service Agreements, provides various management, sales and other non-program related services to an Investment Management Trust Agreementadditional 5 television stations, effective as two of which are owned by Mission Broadcasting of Amarillo, Inc. ("Mission of Amarillo") and three of which are owned directly or indirectly by VHR Broadcasting, Inc. or an affiliate thereof ("VHR" and together with Mission of Amarillo and its affiliates, the "Quorum Contractual Entities"). A list of the date hereofLocal Service Agreements to which Quorum, Mission of Amarillo or VHR is a party is found in Appendix I hereto. In accordance with American Stock Transfer & Trust Company (“AST”), United Stated generally accepted accounting principles and as trustee (the “Trustee”), further explained by and in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act Mission of Amarillo and VHR are considered special purpose entities, and their consolidated results of operations and financial position are consolidated with Quorum's results of operations and financial position in Quorum's consolidated financial statements as warrant agent in if they were Quorum's wholly-owned subsidiaries. In connection with the issuanceQuorum Acquisition, registration, transfer, exchange, redemption, and exercise it is contemplated that prior to or concurrently with the completion of the Warrants, the Forward Purchase Warrants Quorum Acquisition VHR will merge with and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, affiliates of Mission of Amarillo pursuant to an Agreement and Plan of Merger dated as of December 28September 12, 2018 (the “Securities Subscription Agreement”)2003 among VHR Broadcasting of ▇▇▇▇▇▇▇▇, with the SponsorLLC, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Kenos Broadcasting II, Inc., an Agreement dated as of September 12, 2003 between VHR Broadcasting, Inc., ▇▇▇▇▇▇ Bank▇. ▇▇▇▇▇▇ and Kenos Broadcasting, N.A. in an amount equal Inc. (collectively, the "VHR Merger Agreements") and thereafter Mission of Amarillo and its affiliates will merge with and into Mission (collectively, the "Mission Mergers"). The Quorum Acquisition and the Mission Mergers are hereinafter referred to $7,500,000 collectively as the "Quorum Transactions." Further, it is currently contemplated that on or prior to the consummation of the Quorum Transactions, Nexstar Finance, Inc. (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full"Nexstar Finance"), to be used to pay a wholly-owned subsidiary of the Company, will issue and sell approximately $1.00 per Warrant 125,000,000 principal amount of its senior subordinated notes (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.the

Introductory. SC Health CorporationONSALE, Inc. a Cayman Islands exempted company Delaware corporation (the “------------ "Company”"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm Securities”"Underwriters") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units 1,709,300 shares of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary sharesits Common Stock, par value $0.0001 0.001 per share (the “Ordinary Shares”"Common Stock"); and the stockholders of the Company named in Schedule B (collectively, and one-half the "Selling Stockholders") ---------- severally propose to sell to the Underwriters an aggregate of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”)590,700 shares of Common Stock. The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date 1,709,300 shares of the Prospectus (unless the Representative informs the Company of its decision Common Stock to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company and the 590,700 shares of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form Common Stock to be sold by the Company that includes such audited balance sheet and (c) Selling Stockholders are collectively called the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units"Firm Common Shares." In addition, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted to the Underwriters an option to purchase up to an additional 172,500 shares of Common Stock and certain registration rights in respect of the Private Placement Warrants Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 172,500 shares of Common Stock, each such Selling Stockholder selling up to an amount set forth opposite such Selling Stockholder's name in Schedule B, all as provided in Section 2. The additional 172,500 shares to be sold by the Company and the Ordinary additional 172,500 shares to be sold by the Selling Stockholders pursuant to such option are collectively called the "Optional Common Shares." The Firm Common Shares underlying the Founder Shares and, if and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementextent such option is exercised, the Company has also granted certain registration rights in respect of Optional Common Shares are collectively called the Forward Purchase "Common Shares." NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement Inc. (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”"▇▇▇▇▇▇▇▇▇▇ Securities"), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office spaceBT Alex. ▇▇▇▇▇ Incorporated, administrative ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with BancAmerica ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bankhave agreed to act as representatives of the several Underwriters (in such capacity, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates"Representatives") in connection with the events described in offering and sale of the Warrant Agreement.Common Shares. -------------- /1/ Plus an option to purchase from the Company and certain Selling Stockholders up to 345,000 additional shares of Common Stock to cover over- allotments, if any. The Company and each of the Selling Stockholders hereby confirm their respective agreements with the Underwriters as follows:

Introductory. SC Health CorporationAltimmune, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, (i) an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments 3,369,564 shares (the “Optional Securities” and, together with the Firm Securities, the “Offered SecuritiesShares”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary sharesits common stock, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), and one(ii) pre-half funded warrants of one warrant, where each whole warrant entitles the holder Company to purchase one Ordinary Share up to an aggregate of 1,630,436 shares of Common Stock at an exercise price of 0.0001 per share (the “Warrant(s)Pre-Funded Warrants”). The Ordinary 3,369,564 Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of are called the proceeds of “Firm Shares.” The Firm Shares and the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 81,630,436 Pre-K or similar form Funded Warrants to be sold by the Company that includes such audited balance sheet and (c) are collectively referred to as the “Firm Securities.” In addition, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of has granted to the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, Underwriters an option to purchase one Ordinary Share at a price up to an additional 750,000 shares of $11.50 per share during its Common Stock as provided in Section 2. The additional 750,000 shares of Common Stock to be sold by the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that Company pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (such option are collectively called the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Optional Shares.” The Firm Securities and the Optional SecuritiesShares and, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment such option is exercised. The Founder , the Optional Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (collectively called the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Offered Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, Pre-Funded Warrants are referred to as the “Forward Purchase Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share Evercore Group L.L.C. (“Evercore”) and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank& Co. (“Piper”) have agreed to act as representatives of the several Underwriters (in such capacity, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representatives”) in connection with the events described in offering and sale of the Warrant Agreement.Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters”

Introductory. SC Health CorporationCM Life Sciences II Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC has agreed to act as a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the ( “Ordinary SharesClass A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or and 12 months from the date of the consummation closing of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationRevolution Healthcare Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units 50,000,000 SAILSM (Stakeholder Aligned Initial Listing) securities of the Company (said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 7,500,000 additional units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof23 to this agreement (this “Agreement”). Each unit SAILSM security (each, a “SAILSM Security” and, together, the “Unit(s)SAILSM Securities”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share share of Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-five (5) year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of dated March 17, 2021 (the date hereof“Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of dated March 17, 2021 (the date hereof“Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription AgreementAgreements, dated as of December 28January 11, 2018 2021 (the “Securities Subscription Agreement”), with each of REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation (the “Foundation”), pursuant to which the Sponsor and the Foundation purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares2,875,000 shares of the Company’s Class B common stock, par value of approximately $0.00008 0.0001 per shareshare (the “Class B Common Stock” and, of together with the CompanyClass A Common Stock, the “Common Stock”), for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Founder Conversion Shares”), the “Alignment Shares”). Up to 562,500 Founder 356,250 and 18,750 of the Alignment Shares owned by the Sponsor and the Foundation, respectively, are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Alignment Shares are substantially similar to the Ordinary Shares shares of Class A Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective dated as of the date hereof March 17, 2021 (the “Private Placement Warrants Purchase Agreement”), with the SponsorSponsor and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants 11,333,333 warrants (or up to 5,450,000 Warrants if 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each whole warrant entitling the holder to purchase one Ordinary Share share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of March 17, 2021 (the date hereof“Registration Rights Agreement”), with the Sponsor Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the Ordinary Conversion Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreementagreement dated March 17, dated 2021 (the date hereof“Insider Letter”), between by and among the Sponsor Sponsor, the Foundation and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 10.9 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Insider LetterPromissory Note”)) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the closing of the Offering. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such the Sponsor, or an affiliate of thereof, as determined by the Sponsor Sponsor, an aggregate monthly annual fee of $10,000 120,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationNeuroDerm Ltd., a Cayman Islands exempted company organized under the laws of the State of Israel (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units of the Company underwriters named in Schedule A (the “Firm SecuritiesUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A [·] ordinary shares, par value $0.0001 NIS 0.01 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The [·] Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (are called the “Trustee”)Firm Shares.” In addition, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of to the Private Placement Warrants and the Underwriters an option to purchase up to an additional [·] Ordinary Shares underlying as provided in Section 2. The additional [·] Ordinary Shares to be sold pursuant to such option are called the Founder “Optional Shares.” The Firm Shares and, if and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementextent such option is exercised, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Optional Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (are collectively called the “Insider LetterOffered Shares.” Jefferies LLC (“Jefferies”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate ) has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bankact as representative of the several Underwriters (in such capacity, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates“Representative”) in connection with the events described offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Jefferies agrees that up to [·] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business or other relationships with the Company and related persons (collectively, the “Participants”), as part of the distribution of the Offered Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [·]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, File No. 333-198754 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Warrant Agreementform in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule

Introductory. SC Health CorporationSocial Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units Underwriter 20,000,000 Class A ordinary shares, par value $0.0001 per share, of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 2,250,000 3,000,000 additional units Class A ordinary shares of the Company to cover over-allotments (the “Optional Securities” and”), together with if any, as set forth below. The Firm Securities and the Firm Securities, Optional Securities are herein collectively referred to as the “Offered Securities”) .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as set forth belowused herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit 23 to this agreement (the this “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesAgreement”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. Pursuant to the securities subscription agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021 (the “Securities Subscription Agreement”), by and between the Company and SCS Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. Up to 750,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of $300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an Investment Management Trust Agreementinvestment management trust agreement, effective dated as of the date hereofhereof (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) Shares and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementregistration rights agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Registration Rights Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying Shares, the Founder Shares and the Private Placement Warrants underlying Class A ordinary shares, and the warrants Class A ordinary shares (which will be substantially similar to the Private Placement WarrantsShares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereofhereof (the “Letter Agreement”), between by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Insider Letter”)Statement. The Company has entered into an Administrative Services Agreementadministrative services agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health Corporation▇▇▇▇ ▇▇ Acquisition V Co., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” and each an “Underwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 an aggregate of 10,000,000 units of the Company (the “Firm SecuritiesUnits”) at a purchase price (net of discounts and also proposes to issue and sell to the Underwriters, at the option commissions) of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the $9.80 per Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereofUnit. Each unit (the “Unit(s)”) Firm Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Ordinary Firm Shares”) of the Company and one-third of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-half third of one warrantwarrant as described above (collectively, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)Optional Warrants”). The Ordinary Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by with the Company that includes such U.S. Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s an initial Business Combination Combination, and (as defined belowii) or 12 months from the date of the consummation of the Offering and terminating expiring at 5:00 p.m. (P.M., New York City time) , on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), only a whole warrant may be exercisedPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement) Statement (as defined below), shall mean a merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities and involving the Company. In December 2020, the Company issued an aggregate of 4,312,500 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc., CHLM Sponsor LLC and certain of the Company’s officers, directors and their affiliates for an aggregate purchase price of $25,000. In September 2021, certain of the Company’s initial stockholders sold an aggregate of 1,547,802 Insider Shares back to the Company for an aggregate purchase price of $959.14. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 110,302 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $959.14. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of [__________], 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 374,000 units (or up to 404,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-third of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, effective dated as of the date hereof, with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”)trustee, substantially in substantially the form filed as Exhibit 10.2 an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) Units and certain a portion of the proceeds of from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issuedPublic Units. The Company has entered into a Warrant Agreement, effective dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, substantially in substantially the form filed as Exhibit 4.4 an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription an Escrow Agreement, dated as of December 28the date hereof, 2018 with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Securities Subscription Escrow Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate Insider Shares will be placed in escrow with CST until the fulfillment of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectuscertain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor holders of the Insider Shares and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreementof, among other securities, the Company has also granted certain registration rights in respect of the Forward Purchase Insider Shares, the Forward Purchase Warrants Private Units and the Ordinary Shares securities underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”)Private Units. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement letter agreements (the “Administrative Services AgreementInsider Letters”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor Company’s initial stockholders, officers and ASTdirectors, substantially in the form filed as escrow agent (an exhibit to the “Cash Escrow Agreement”)Registration Statement, pursuant to which the Sponsor or its affiliate has agreed initial stockholders, officers and directors agree to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events certain actions described in the Warrant Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged [●] (“[●]”), and [●] confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. [●], solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. SC Health Corporation▇▇▇▇▇ Education Company, a Cayman Islands exempted company Colorado ------------ corporation (the “"Company”"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 units of the Company (the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option 5,800,000 shares of the Underwriters, an aggregate of not more than 2,250,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s its authorized but unissued Class A ordinary sharesCommon Stock, $.01 par value $0.0001 per share (the “Ordinary Shares”"Common Stock"), and one-half certain shareholders of one warrantthe Company named in Schedule B annexed hereto (the "Selling Shareholders") propose to sell an aggregate of 1,100,000 shares of the Company's issued and outstanding Common Stock to the underwriters named in Schedule A annexed hereto (the "Underwriters"). Said shares, where each whole warrant entitles aggregating a total of 6,900,000 shares, are herein referred to as the holder "Firm Common Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase one Ordinary Share up to _________ additional shares of Common Stock, and the Selling Shareholders propose to grant to the Underwriters an option to purchase up to ________ additional shares of Common Stock (such ________ shares and ________ shares, aggregating a total of 1,035,000 shares, being referred to as the “Warrant(s"Optional Common Shares")”), as provided in Section 5 hereof. The Ordinary Firm Common Shares and, to the extent such option is exercised, the Optional Common Shares, are hereinafter collectively referred to as the "Common Shares." You have advised the Company and Warrants included in the Units will not trade separately until Selling Shareholders that the 52nd day following Underwriters propose to make a public offering of the Common Shares on the effective date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading)registration statement hereinafter referred to, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (or as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (soon thereafter as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Companytheir judgment is advisable. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, Selling Shareholders hereby confirm their respective agreements with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise purchase of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Common Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.Underwriters as follows:

Introductory. SC Health CorporationApogee Therapeutics, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, proposes to issue and sell to the several Underwriters 15,000,000 units underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 6,951,221 shares of its common stock, par value $0.00001 per share (the “Shares”) and (ii) pre-funded warrants to purchase an aggregate of 365,853 Shares in a form to be mutually agreed upon by the Company and the Representatives (the “Pre-Funded Warrants”). The 6,951,221 Shares to be sold by the Company are called the “Firm Shares” and together with the Pre-Funded Warrants to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 2,250,000 additional units of 1,097,561 Shares as provided in ‎Section 2. The additional 1,097,561 Shares to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional SecuritiesShares” andand the Optional Shares, if and to the extent such option is exercised, together with the Firm SecuritiesShares are called the “Offered Shares.” The Firm Securities and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Securities”) as set forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised. .” As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with Shares” means the issuance, registration, transfer, exchange, redemption, and Shares issuable upon exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Pre-Funded Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with J▇.▇. ▇▇▇▇▇▇ LLC (“J▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full▇▇▇▇”), BofA Securities, Inc. (“BofA”), Guggenheim Securities, LLC (“Guggenheim Securities”) and TD Securities (USA) LLC (“T▇ ▇▇▇▇▇”) have agreed to be used to pay $1.00 per Warrant act as representatives of the several Underwriters (other than Warrants held by in such capacity, the Sponsor and its affiliates“Representatives”) in connection with the events described in offering and sale of the Warrant AgreementOffered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.

Introductory. SC Health CorporationRevolution Acceleration Acquisition Corp, a Cayman Islands exempted company Delaware corporation (f/k/a Acceleration Acquisition Corporation) (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 15,000,000 Underwriter 25,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 2,250,000 3,750,000 additional units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof22 to this agreement (this “Agreement”). Each unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share share, of the Company (the “Ordinary SharesClass A Share(s)”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder thereof to purchase one Ordinary Class A Share (the “Warrant(s)”). The Ordinary Class A Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Class A Share at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of dated the date hereofhereof (the “Trust Agreement”), with American Continental Stock Transfer & Trust Company (“ASTCST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of dated the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and ASTCST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which AST CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28September 15, 2018 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with RAAC Management LLC, a Delaware limited liability company (f/k/a AAC Management LLC) (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares8,625,000 shares of Class B common stock, par value of approximately $0.00008 0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares , 1,125,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Company has entered into a Share Exchange Agreement, dated November [●], 2020 (the “Exchange Agreement”), with the Sponsor, pursuant to which the Sponsor exchanged an aggregate of 4,791,667 Founder Shares for an aggregate of 5,750,000 shares of Class C common stock of the Company, par value $0.0001 per share (the “Alignment Shares”), 750,000 of which are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. Of the remaining 3,833,333 Founder Shares held by the Sponsor, 500,000 are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. The Founder Shares and the Alignment Shares are substantially similar to the Ordinary Class A Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of dated the date hereof (the “Private Placement Warrants Purchase Warrant Subscription Agreement”), with the SponsorSponsor and certain of the Company’s director nominees, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor and certain of the Company’s director nominees agreed to purchase an aggregate of 5,000,000 Warrants 4,666,667 warrants (or up to 5,450,000 Warrants 5,166,667 warrants if the Underwriter’s over-allotment option is exercised in full), each entitling the holder thereof to purchase one Ordinary Class A Share (the “Private Placement Warrants”), for a purchase price of $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Class A Shares underlying the Founder Shares, the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrantsif any. The Company has caused to be duly executed and delivered a letter agreementLetter Agreement, dated the date hereofhereof (the “Insider Letter”), between by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Insider Letter”)Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”)Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. SC Health CorporationTekkorp Digital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “UnderwritersAgreement”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 15,000,000 units of the Company (the “Units”). The 15,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 2,250,000 Units as provided in Section 2. The additional units of 2,250,000 Units to be sold by the Company pursuant to cover over-allotments (such option are collectively called the “Optional Securities.” The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below. Certain capitalized terms used herein and not otherwise defined are defined in Section 24 hereof. Each unit ) (the “Unit(sOffering”)”) . Each Unit consists of one Class A ordinary share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesShare”), and one-half third of one redeemable warrant, where each whole warrant entitles entitling the holder thereof to purchase one Ordinary Share (the “Warrant(s)Public Warrants”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of for $11.50 per share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercisedexercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with American Stock Transfer & Trust Company (“AST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 28, 2018 (the “Securities Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 Warrants (or up to 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇businesses.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.