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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/21/20 Vesper Healthcare Acq Corp. S-1/A 19:3.9M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.78M
(General Form)
2: EX-1.1 Form of Underwriting Agreement HTML 160K
3: EX-3.2 Form of Amended and Restated Certificate of HTML 64K
Incorporation
4: EX-4.1 Specimen Unit Certificate HTML 23K
5: EX-4.2 Specimen Class A Common Stock Certificate HTML 20K
6: EX-4.3 Specimen Warrant Certificate HTML 27K
7: EX-4.4 Form of Warrant Agreement Between Continental HTML 130K
Stock Transfer & Trust Company and the Registrant
8: EX-5.1 Opinion of Ellenoff Grossman & Schole LLP, Counsel HTML 17K
to the Registrant
9: EX-10.1 Form of Investment Management Trust Agreement HTML 58K
Between Continental Stock Transfer & Trust Company
and the Registrant
10: EX-10.2 Form of Registration Rights Agreement Among the HTML 80K
Registrant, the Sponsor and the Holders Signatory
Thereto
11: EX-10.3 Form of Private Placement Warrants Purchase HTML 38K
Agreement Between the Registrant and the Sponsor
12: EX-10.4 Form of Indemnity Agreement HTML 80K
13: EX-10.5 Form of Administrative Services Agreement Between HTML 17K
the Registrant and Bls Advisors LLC
14: EX-10.8 Form of Letter Agreement Among the Registrant and HTML 38K
Each Director and Executive Officer of the
Registrant
15: EX-10.9 Form of Letter Agreement Between the Registrant HTML 32K
and Bls Investor Group LLC
16: EX-14 Form of Code of Ethics HTML 46K
17: EX-23.1 Consent of Marcum LLP HTML 9K
18: EX-99.1 Form of Audit Committee Charter HTML 39K
19: EX-99.2 Form of Compensation Committee Charter HTML 27K
Exhibit 10.5
Vesper Healthcare Acquisition Corp.
1819 West Avenue
Bay 2
September [●], 2020
BLS Advisors LLC
1819 West Avenue
Bay 2
| Re: | Administrative Support Agreement |
Ladies and Gentlemen:
This letter agreement by and between Vesper Healthcare Acquisition Corp. (the “Company”) and BLS Advisors LLC (“BLSA”), 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”):
(i) BLSA shall make available, or cause to be made available, to the Company, at 1819 West Avenue Bay 2, Miami Beach, Florida 33139 (or any successor location of BLSA), certain office space, utilities and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay BLSA the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and
(ii) BLSA hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.
[Signature page follows]
C:
| Very truly yours, | |||
| VESPER HEALTHCARE ACQUISITION CORP. | |||
| By: | |||
| Name: | Manisha Narasimhan, PhD | ||
| Title: | Chief Financial Officer | ||
AGREED TO AND ACCEPTED BY:
BLS ADVISORS LLC
| By: | ||
| Name: Brenton L. Saunders | ||
| Title: Managing Member |
[Signature Page to Administrative Services Agreement]
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/30/22 Beauty Health Co. POS AM 3:573K Workiva Inc Wde… FA01/FA 8/24/22 Beauty Health Co. S-3 4:530K Workiva Inc Wde… FA01/FA 5/02/22 Beauty Health Co. POS AM 4/29/22 94:12M Donnelley … Solutions/FA 3/01/22 Beauty Health Co. POS EX 3/01/22 2:55K Donnelley … Solutions/FA 7/19/21 Beauty Health Co. S-1 7/16/21 124:12M Donnelley … Solutions/FA 7/12/21 Beauty Health Co. 8-K:2,4,9 5/04/21 5:1.1M 5/28/21 Beauty Health Co. 10-K/A 12/31/20 59:3.7M Donnelley … Solutions/FA 5/10/21 Beauty Health Co. 8-K:1,2,3,4 5/04/21 15:1.4M Donnelley … Solutions/FA 3/18/21 Beauty Health Co. 10-K 12/31/20 49:2.5M EdgarAgents LLC/FA 9/25/20 Beauty Health Co. 8-A12B 1:34K EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/10/20 Beauty Health Co. S-1 9:8.7M EdgarAgents LLC/FA |