REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2020, is made and entered into by and among Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), Helix Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of 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”).
INDEMNITY AGREEMENTIndemnity Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___, 2020, by and between HELIX ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2020 by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HELIX ACQUISITION CORP. c/o Cormorant Asset Management, LP Boston, MA 02116 United StatesHelix Acquisition Corp • October 14th, 2020 • Blank checks • New York
Helix Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Helix Holdings LLC, a Cayman Islands exempted limited liability company (“Subscriber” or “you”), to subscribe for and purchase 3,593,750 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 468,750 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 Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“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:
Helix Acquisition Corp. c/o Cormorant Asset Management, LP Boston, MA 02116Letter Agreement • October 14th, 2020 • Helix 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 Helix Acquisition Corp., a Cayman Islands exempted company (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 11,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 1,500,000 shares that may be purchased to cover over-allotments, if any) (the “Class A Ordinary Shares”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordinary Shares listed on The Na
10,000,000 Ordinary Shares Helix Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
Introductory. Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”). The 10,000,000 Ordinary Shares 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 1,500,000 Ordinary Shares as provided in Section 2. The additional 1,500,000 Ordinary Shares 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 representative of the several Underwrite
PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENTShares Purchase Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENT, dated as of __________, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Helix Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
HELIX ACQUISITION CORP. c/o Cormorant Asset Management, LP Boston, MA 02116Letter Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Helix Acquisition Corp. (the “Company”) and Helix Holdings LLC (the “Sponsor”), 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”):
