PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this Agreement), dated as of October [●], 2020, is entered into by and between BCLS Acquisition Corp., a Cayman Islands exempted company (the Company), and BCLS Acquisition Holdings, LP, a Cayman Islands exempted limited partnership (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering (the Public Offering) of the Companys Class A ordinary shares, par value $0.0001 per share (each, a Share), as set forth in the Companys Registration Statements on Form S-1, filed with the U.S. Securities and Exchange Commission (the SEC), File Number 333-[●] under the Securities Act of 1933, as amended (the Securities Act).
WHEREAS, the Purchaser has agreed to purchase an aggregate of 450,000 Shares (and up to 37,500 additional Shares if the underwriters in the Public Offering exercise their option to purchase additional Shares in full) (the Private Placement Shares).
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1 Authorization, Purchase and Sale; Terms of the Private Placement Shares.
A. Authorization of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.
B. Purchase and Sale of the Private Placement Shares.
(i) On the date of the consummation of the Public Offering (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 450,000 Private Placement Shares at a price of $10.00 per Private Placement Share for an aggregate purchase price of $4,500,000 (the Purchase Price). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,500,000 to the trust account (the Trust Account) maintained by Continental Stock Transfer & Trust Company, acting as trustee, in each case in accordance with the Companys wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Shares purchased by the Purchaser on such date duly registered in the Purchasers name to the Purchaser or effect such delivery in book-entry form.
(ii) On the date of any closing of the option to purchase additional Shares, if any, in connection with the Public Offering or on such earlier time and date as may be mutually