0001193125-21-147994 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 3rd, 2021 • Summit Healthcare Acquisition Corp. • Blank checks • New York

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

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Summit Healthcare Acquisition Corp. PO Box 309, Ugland House Grand Cayman, Cayman Islands KY 1-1104
Summit Healthcare Acquisition Corp. • May 3rd, 2021 • Blank checks • New York

This agreement (this “Agreement”) is entered into on December 31, 2020 by and between Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Summit Healthcare 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 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 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 • May 3rd, 2021 • Summit Healthcare 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 Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • May 3rd, 2021 • Summit Healthcare 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 Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), Summit Healthcare Acquisition 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, together with 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”).

Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor, 1 Lyndhurst Tower
Letter Agreement • May 3rd, 2021 • Summit Healthcare Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT SUMMIT HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021
Warrant Agreement • May 3rd, 2021 • Summit Healthcare Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Summit Healthcare 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • May 3rd, 2021 • Summit Healthcare Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of[•], 2021 by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

SUMMIT HEALTHCARE ACQUISITION CORP. a Cayman Islands exempted company 20,000,000 Units UNDERWRITING AGREEMENT Dated: [•], 2021
Underwriting Agreement • May 3rd, 2021 • Summit Healthcare Acquisition Corp. • Blank checks • New York

Summit Healthcare Acquisition Corp. (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units of the Company set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,000,000 additional Units. Each unit (“Unit(s)”) consists of one of the Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share(s)”) and one-half of one redeemable warrant of the Company, where each whole warrant ent

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • May 3rd, 2021 • Summit Healthcare Acquisition Corp. • Blank checks • Hong Kong

This Forward Purchase Agreement (this “Agreement”) is entered into as of April 30, 2021 among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

SUMMIT HEALTHCARE ACQUISITION CORP. Unit 1101, 11th Floor, 1 Lyndhurst Tower
Summit Healthcare Acquisition Corp. • May 3rd, 2021 • Blank checks • New York
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