INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of February 2021, by and between Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 2, 2021 by and between Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 2, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and Healthwell Acquisition Corp I Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
Healthwell Acquisition Corp. I Winnetka, IL 60093Letter Agreement • March 30th, 2021 • Healthwell Acquisition Corp. I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”) and Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT Between HEALTHWELL ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 2, 2021, is by and between Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
25,000,000 Units Healthwell Acquisition Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
February 10, 2021Healthwell Acquisition Corp. I • March 30th, 2021 • Blank checks • New York
Healthwell Acquisition Corp. I, a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,187,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2021, is made and entered into by and among Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”) and Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 5, 2021, effective February 19, 2021, by and among Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited partnership (the “Sponsor”) and Peterson Partners, a Utah corporation (the “Purchaser”).
Healthwell Acquisition Corp. I 1001 Green Bay Rd. #227 Winnetka, IL 60093 August 2, 2021Letter Agreement • August 6th, 2021 • Healthwell Acquisition Corp. I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
BUSINESS COMBINATION AGREEMENT by and among HEALTHWELL ACQUISITION CORP. I, as Purchaser, HEALTHWELL ACQUISITION CORP. I SPONSOR LLC, in the capacity as the Purchaser Representative, HWEL HOLDINGS CORP., as Pubco, HWEL MERGER SUB CORP., as Purchaser...Business Combination Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 27, 2023 by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Pubco (as defined below) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsi
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 11th, 2023 • Healthwell Acquisition Corp. I • Blank checks
This Second Amendment to Business Combination Agreement (this “Second Amendment”) is made and entered into as of August 10, 2023, by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, the “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Business Combination Agreement (as defined below) (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), (vii) Starton Therapeutics, I
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 18th, 2023 • Healthwell Acquisition Corp. I • Blank checks
This Third Amendment to Business Combination Agreement (this “Third Amendment”) is made and entered into as of September 17, 2023, by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, the “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Business Combination Agreement (as defined below) (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), (vii) Starton Therapeutics,
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on as of April 27, 2023, by and among (i) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (ii) Healthwell Acquisition Corp. I, a Delaware corporation (“Purchaser”), (iii) Starton Therapeutics, Inc., a British Columbia corporation (the “Company”), and (iv) HWEL Holdings Corp., a Delaware corporation (“Pubco”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF VOTING AGREEMENTForm of Voting Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of April [●], 2023 by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, the “Purchaser”), (ii) Starton Therapeutics, Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), and (iii) the undersigned member (the “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 22nd, 2021 • Healthwell Acquisition Corp. I • Blank checks
This Subscription Agreement (this “Agreement”), dated as of July 20, 2021, is entered into by and between Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (the “Company”), and the undersigned subscriber (“Subscriber”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 15th, 2023 • Healthwell Acquisition Corp. I • Blank checks
This First Amendment to Business Combination Agreement (this “First Amendment”) is made and entered into as of May 15, 2023, by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, the “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Business Combination Agreement (as defined below) (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), (vii) Starton Therapeutics, Inc.,
FORM OF VOTING AND NON-REDEMPTION AGREEMENTRegistration Rights Agreement • July 25th, 2023 • Healthwell Acquisition Corp. I • Blank checks • New York
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of July ___, 2023 by and between Healthwell Acquisition Corp. I, a Delaware corporation (“SPAC”), and the undersigned Stockholder of SPAC (collectively, the “Stockholder”). SPAC and Stockholder are collectively referred to herein as the “Parties” and individually as a “Party.”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2021 • Healthwell Acquisition Corp. I • Blank checks
This Subscription Agreement (this “Agreement”), dated as of February __, 20211, is entered into by and between Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company (the “Company”), and the undersigned subscriber (“Subscriber”).
