INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of January 28, 2021 by and between Hudson Executive Investment Corp. II, a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, the Companys registration statements on Form S-1 (File numbers 333-251848 and 333-252417) (collectively, the Registration Statement) and prospectus (the Prospectus) for the initial public offering (the Offering) of the Companys units (the Units), each of which consists of one share of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), and one-fourth of one redeemable warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting Agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the Representatives) of the several underwriters (the Underwriters) named therein; and
WHEREAS, as described in the Prospectus, $225,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $258,750,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the Property, the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Stockholders, and the Public Stockholders and the Company will be referred to together as the Beneficiaries);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,875,000, or $9,056,250 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the Deferred Discount); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;