UNDERWRITING AGREEMENT between HIGHCAPE CAPITAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [●], 2020 HIGHCAPE CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
The undersigned, HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 31st, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HighCape Capital Acquisition Corp. New York, New York 10018Letter Agreement • August 31st, 2020 • HighCape Capital Acquisition Corp. • 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 among HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 11,500,000 of the Company’s units (including up to 1,500,000 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-third of one redeemable warrant. Each whole warrant (each, a “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 be
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 31st, 2020 • HighCape Capital Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●]th day of [●] 2020, by and between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and HighCape Capital Acquisition LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 452 Fifth Avenue, 21st Floor, New York, New York 10018.
