Chardan Healthcare Acquisition Corp. Sample Contracts

Chardan Healthcare Acquisition Corp. – Contract (December 19th, 2018)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Chardan Healthcare Acquisition Corp. – REGISTRATION RIGHTS AGREEMENT (December 19th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of December, 2018, by and among Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

Chardan Healthcare Acquisition Corp. – December 13, 2018 (December 19th, 2018)
Chardan Healthcare Acquisition Corp. – STOCK ESCROW AGREEMENT (December 19th, 2018)

This STOCK ESCROW AGREEMENT, dated as of December 13, 2018 (“Agreement”), by and among CHARDAN HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

Chardan Healthcare Acquisition Corp. – Chardan Healthcare Acquisition Corp. UNDERWRITING AGREEMENT (December 19th, 2018)
Chardan Healthcare Acquisition Corp. – WARRANT AGREEMENT (December 19th, 2018)

This Warrant Agreement (“Warrant Agreement”) is made as of December 13, 2018, by and between Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).

Chardan Healthcare Acquisition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT (December 19th, 2018)

This Agreement is made as of December 13, 2018 by and between Chardan Healthcare Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

Chardan Healthcare Acquisition Corp. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARDAN HEALTHCARE ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law (December 11th, 2018)

Chardan Healthcare Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:

Chardan Healthcare Acquisition Corp. – 7,000,000 Units Chardan Healthcare Acquisition Corp. UNDERWRITING AGREEMENT (December 4th, 2018)
Chardan Healthcare Acquisition Corp. – WARRANT AGREEMENT (December 4th, 2018)

This Warrant Agreement (“Warrant Agreement”) is made as of ________ __, 2018, by and between Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).

Chardan Healthcare Acquisition Corp. – CHARDAN HEALTHCARE ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS (December 4th, 2018)

This Charter is intended as a tool within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s charter and bylaws (“Governing Documents”), it is not intended to establish by its own force any legally binding obligations.

Chardan Healthcare Acquisition Corp. – REGISTRATION RIGHTS AGREEMENT (December 4th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ________, 2018, by and among Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

Chardan Healthcare Acquisition Corp. – BY-LAWS OF CHARDAN HEALTHCARE ACQUISITION CORP. (December 4th, 2018)
Chardan Healthcare Acquisition Corp. – Chardan Healthcare Acquisition Corp. (December 4th, 2018)
Chardan Healthcare Acquisition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT (December 4th, 2018)

This Agreement is made as of _________, 2018 by and between Chardan Healthcare Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

Chardan Healthcare Acquisition Corp. – SPECIMEN WARRANT CERTIFICATE (December 4th, 2018)

THIS WARRANT CERTIFIES THAT, for value received                                         , or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five (5) years from the completion of the Company’s initial business combination, to purchase one half of one fully paid and non-assessable share (the “Warrant Shares”), of common stock, par value $0.0001 per share (the “Common Stock”), of CHARDAN HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).

Chardan Healthcare Acquisition Corp. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARDAN HEALTHCARE ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law (December 4th, 2018)

Chardan Healthcare Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:

Chardan Healthcare Acquisition Corp. – Chardan Healthcare Acquisition Corp. (December 4th, 2018)
Chardan Healthcare Acquisition Corp. – CHARDAN HEALTHCARE ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (December 4th, 2018)

The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of Chardan Healthcare Acquisition Corp. (the “Company”), in fulfilling the Board’s oversight responsibilities with respect to the Company’s corporate accounting and financial reporting processes, the systems of internal control over financial reporting, and audits of financial statements, as well as the quality and integrity of the Company’s financial statements and reports and the qualifications, independence and performance of the registered public accounting firm or firms engaged as the Company’s independent outside auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services (the “Auditors”). The Committee shall also provide oversight assistance in connection with the Company’s legal, regulatory and ethical compliance programs as established by management and the Board. The operation of the Committee

Chardan Healthcare Acquisition Corp. – CERTIFICATE OF INCORPORATION OF CHARDAN HEALTHCARE ACQUISITION CORP. (December 4th, 2018)

THE UNDERSIGNED, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does hereby execute this Certificate of Incorporation and does hereby certify as follows:

Chardan Healthcare Acquisition Corp. – UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK (December 4th, 2018)

Each Unit (“Unit”) consists of one share of common stock, par value $.0001 per share, of Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and one warrant. Each warrant entitles the holder to purchase one-half of one share of common stock of the Company at $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses (a “Business Combination”) or (ii) 12 months from the closing of the Company’s initial public offering (the “IPO”). Each warrant expires 5 years after the completion of our initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Chardan Healthcare Acquisition Corp. – STOCK ESCROW AGREEMENT (December 4th, 2018)

This STOCK ESCROW AGREEMENT, dated as of _________, 2018 (“Agreement”), by and among CHARDAN HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).