INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February [●], 2021, by and between MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • Blank checks • New York
MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the “Representatives” or “you”) is acting as representative, an aggregate of 50,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 7,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • 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 February [●], 2021, is entered into by and between MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”), and MSD Sponsor Holdings, LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February [●], 2021, is made and entered into by and among MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”), MSD Sponsor Holdings, 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”).
MSD Acquisition Corp. 645 Fifth Avenue, 21st Floor New York, New York 10022Letter Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • 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 MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman, Sachs, & Co. LLC and Morgan Stanley & Co. (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 57,500,000 of the Company’s units (including 7,500,000 units that may be purchased pursuant to the Underwriters’ 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-fifth 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 “
WARRANT AGREEMENT MSD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February [●], 2021Warrant Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February [●], 2021, is by and between MSD 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February [●], 2021, by and between MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENT®Investment Management Trust Agreement • March 18th, 2021 • MSD Acquisition Corp. / New • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between MSD Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
MSD ACQUISITION CORP. 645 Fifth Avenue, 21st FloorMSD Acquisition Corp. / New • March 18th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of MSD Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), MSD Sponsor Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, and administrative and other services as may be required by the Company from time to time, situated at 645 Fifth Avenue, 21st Floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and continuing mon
