0001104659-21-002582 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

HealthCor Catalio Acquisition Corp. New York, NY 10001
HealthCor Catalio Acquisition Corp. • January 11th, 2021 • Blank checks • Delaware

This agreement (this “Agreement”) is entered into on November 23, 2020 by and between HC Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), HC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

HealthCor Catalio Acquisition Corp. New York, New York 10001
Letter Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • 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 HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including 2,250,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by t

WARRANT AGREEMENT HealthCor Catalio Acquisition Corp. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021
Warrant Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

15,000,000 Units HealthCor Catalio Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York

Introductory. HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (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.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,250,000 Units as provided in Section 2. The additional 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”)

HealthCor Catalio Acquisition Corp.
HealthCor Catalio Acquisition Corp. • January 11th, 2021 • Blank checks
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