REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among Hudson Executive Investment Corp. II, a Delaware corporation (the “Company”), HEC Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 28, 2021 by and between Hudson Executive Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Hudson Executive Investment Corp. II 22,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
Hudson Executive Investment Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 22,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used 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 in this Agr
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Hudson Executive Investment Corp. II, a Delaware corporation (the “Company”), and HEC Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Hudson Executive Investment Corp. II New York, NY 10022Letter Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • 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 Hudson Executive Investment Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 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-fourth 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 sha
WARRANT AGREEMENTWarrant Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2021, is by and between Hudson Executive Investment Corp. II, 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 28, 2021, by and between Hudson Executive Investment Corp. II, a Delaware corporation (the “Company”), and HEC Master Fund LP, a Delaware limited partnership (the “Purchaser”).
HUDSON EXECUTIVE INVESTMENT CORP. II New York, NY 10022Letter Agreement • January 29th, 2021 • Hudson Executive Investment Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among Hudson Executive Investment Corp. II (the “Company”), HEC Sponsor II LLC (the “Sponsor”) and Hudson Executive Capital LP, an affiliate of the Sponsor (“HEC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
