Attached files

file filename
EX-1.1 - UNDERWRITING AGREEMENT, DATED AUGUST 3, 2020, BY AND BETWEEN THE COMPANY AND CHA - Health Sciences Acquisitions Corp 2ea125013ex1-1_healthsci.htm
EX-10.7 - ADMINISTRATIVE SERVICES AGREEMENT, DATED AUGUST 3, 2020, BY AND BETWEEN THE COMP - Health Sciences Acquisitions Corp 2ea125013ex10-7_healthsci.htm
EX-10.6 - SUBSCRIPTION AGREEMENT, DATED AUGUST 3, 2020, BY AND BETWEEN THE COMPANY AND CHA - Health Sciences Acquisitions Corp 2ea125013ex10-6_healthsci.htm
EX-10.5 - INDEMNITY AGREEMENTS, DATED AUGUST 3, 2020, BY AND AMONG THE COMPANY AND THE DIR - Health Sciences Acquisitions Corp 2ea125013ex10-5_healthsci.htm
EX-10.4 - REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 3, 2020, BY AND BETWEEN THE COMPANY - Health Sciences Acquisitions Corp 2ea125013ex10-4_healthsci.htm
EX-10.3 - SHARE ESCROW AGREEMENT, DATED AUGUST 3, 2020, AMONG THE COMPANY, CONTINENTAL STO - Health Sciences Acquisitions Corp 2ea125013ex10-3_healthsci.htm
EX-10.2 - INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AUGUST 3, 2020, BY AND BETWEEN CONT - Health Sciences Acquisitions Corp 2ea125013ex10-2_healthsci.htm
EX-10.1 - LETTER AGREEMENTS, DATED AUGUST 3, 2020, AMONG THE COMPANY AND THE COMPANY'S OFF - Health Sciences Acquisitions Corp 2ea125013ex10-1_healthsci.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Health Sciences Acquisitions Corp 2ea125013ex3-1_healthsci.htm
8-K - CURRENT REPORT - Health Sciences Acquisitions Corp 2ea125013-8k_healthsciences2.htm

Exhibit 10.8

 

August 3, 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: /s/ Alice Lee
  Name: Alice Lee
  Title: Director

 

Accepted and Agreed:  
     
HEALTH SCIENCES ACQUISITIONS CORPORATION 2
     
By: /s/ Roderick Wong  
  Name: Roderick Wong  
  Title:   Chairman and Chief Executive Officer  

 

 

2