THIS WARRANT AGREEMENT (this Agreement), dated as of [ ], 2019, is by and between SC Health Corporation, a Cayman Islands exempted company (the Company), American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the Warrant Agent), and SC Health Holdings Limited, a Cayman Islands exempted company (the Sponsor).
WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement, with the Sponsor (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 warrants (or 5,450,000 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit A hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant; and
WHEREAS, the Company has entered into that certain Forward Purchase Agreement (the Forward Purchase Agreement) with SC Health Group Limited, a Cayman Islands exempted company (the Purchaser), pursuant to which the Company agreed to issue Forward Purchase Warrants (the Forward Purchase Warrants) to the Purchaser in a private placement transaction to occur immediately prior to the closing of the Companys initial Business Combination (as defined below); and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 2,000,000 warrants, which will be identical to the Private Placement Warrants, at a price of $1.00 per warrant; and
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 7,500,000 warrants (or up to 8,625,000 warrants to the extent the underwriters over-allotment option is exercised) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants and the Forward Purchase Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share of the Company, par value $0.0001 per share (Ordinary Share), for $11.50 per share, subject to adjustment as described herein; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 232240 (the Registration Statement), and prospectus (the Prospectus) for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Ordinary Shares included in the Units; and