Health Sciences Acquisitions Corp 2 - FORM S-1/A - EX-10.9 - FORM OF PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND HSAC 2 HOLDINGS, LLC - July 24, 2020

Attached files

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EX-99.6 - CONSENT OF MICHAEL BROPHY - Health Sciences Acquisitions Corp 2ea124377ex99-6_healthsci.htm
EX-99.5 - CONSENT OF STUART PELTZ, PHD - Health Sciences Acquisitions Corp 2ea124377ex99-5_healthsci.htm
EX-99.4 - CONSENT OF CARSTEN BOESS - Health Sciences Acquisitions Corp 2ea124377ex99-4_healthsci.htm
EX-99.3 - CONSENT OF PEDRO GRANADILLO - Health Sciences Acquisitions Corp 2ea124377ex99-3_healthsci.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Health Sciences Acquisitions Corp 2ea124377ex99-2_healthsci.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Health Sciences Acquisitions Corp 2ea124377ex99-1_healthsci.htm
EX-14 - FORM OF CODE OF ETHICS - Health Sciences Acquisitions Corp 2ea124377ex14_healthsci.htm
EX-10.8 - FORM OF SUBSCRIPTION AGREEMENT - Health Sciences Acquisitions Corp 2ea124377ex10-8_healthsci.htm
EX-10.7 - ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND HSAC 2 HOLDI - Health Sciences Acquisitions Corp 2ea124377ex10-7_healthsci.htm
EX-10.6 - FORM OF INDEMNITY AGREEMENT - Health Sciences Acquisitions Corp 2ea124377ex10-6_healthsci.htm
EX-10.5 - FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE REGISTRANT AND INITIAL - Health Sciences Acquisitions Corp 2ea124377ex10-5_healthsci.htm
EX-10.4 - FORM OF SHARE ESCROW AGREEMENT AMONG THE REGISTRANT, CONTINENTAL STOCK TRANSFER - Health Sciences Acquisitions Corp 2ea124377ex10-4_healthsci.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BY AND BETWEEN CONTINENTAL STOCK T - Health Sciences Acquisitions Corp 2ea124377ex10-3_healthsci.htm
EX-10.2 - FORM OF INSIDER LETTER AGREEMENT AMONG THE REGISTRANT AND THE REGISTRANT'S OFFIC - Health Sciences Acquisitions Corp 2ea124377ex10-2_healthsci.htm
EX-10.1 - PROMISSORY NOTE, DATED AS OF JUNE 11, 2020, ISSUED TO THE INITIAL SHAREHOLDERS - Health Sciences Acquisitions Corp 2ea124377ex10-1_healthsci.htm
EX-5.1 - OPINION OF MAPLES AND CALDER - Health Sciences Acquisitions Corp 2ea124377ex5-1_healthsci.htm
EX-4.2 - FORM OF WARRANT - Health Sciences Acquisitions Corp 2ea124377ex4-2_healthsci.htm
EX-4.1 - SPECIMEN ORDINARY SHARE CERTIFICATE - Health Sciences Acquisitions Corp 2ea124377ex4-1_healthsci.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Health Sciences Acquisitions Corp 2ea124377ex3-2_healthsci.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Health Sciences Acquisitions Corp 2ea124377ex3-1_healthsci.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Health Sciences Acquisitions Corp 2ea124377-s1a1_healthsci.htm

Exhibit 10.9

 

______________, 2020

 

Health Sciences Acquisitions Corporation 2
40 10th Avenue, Floor 7
New York, NY 10014

 

Ladies and Gentlemen:

 

Health Sciences Acquisitions Corporation 2 (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).

 

HSAC 2 Holdings, LLC (the “Sponsor”) hereby agrees that it will purchase an aggregate of 2,500,000 Ordinary Shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), at a price per share of $10.00, for an aggregate purchase price of $25,000,000 (the “Commitment Purchase Price”) prior to, currently with, or following the consummation of a Business Combination (the “Commitment Shares”). The Commitment Shares may be purchased either in open market transactions (to the extent permitted by law) or in a private placement. In the event that the Commitment Shares are purchased in a private placement, the Commitment Purchase Price will be paid to the Company, or as directed by the Company, and the Company, or any successor to the Company, will direct the transfer agent to issue the Commitment Shares.

 

The Sponsor hereby represents and warrants that:

 

  ● it will be acquiring the Commitment Shares for its account for investment purposes only;

 

  ● it has no present intention of selling or otherwise disposing of the Commitment Shares in violation of the securities laws of the United States;

 

  ● it is an ‘“accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;

 

  ● it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;

 

  ● it is familiar with the proposed business, management, financial condition and affairs of the Company;

 

  ● it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and

 

  ● this letter constitutes its legal, valid and binding obligation, and is enforceable against it.

 

The Sponsor acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations upon the consummation of a Business Combination.

 

This letter agreement constitutes the entire agreement between the Sponsor and the Company with respect to the purchase of the Commitment Shares, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.

 

[SIGNATURE PAGE TO FOLLOW]

 

 

 

 

  Very truly yours,
     
  HSAC 2 HOLDINGS, LLC
     
  By:                
  Name:  
  Title:  

 

Accepted and Agreed:  
     
HEALTH SCIENCES ACQUISITIONS CORPORATION 2  
     
By:    
  Name:  
  Title:  

 

 

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