PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this Agreement), dated as of , 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the Company), and Rose Hill Sponsor LLC, a Delaware limited liability company, and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (collectively, the Purchasers).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a Share), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Companys Registration Statement 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 Purchasers have agreed to purchase an aggregate of 4,800,000 warrants (and up to 495,000 additional redeemable warrants if the underwriter in the Public Offering exercises its option to purchase additional units in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.25 per warrant, subject to adjustment.
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 Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchasers.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the Closing Date), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the Private Placement Warrants, allocated among the Purchasers as set forth in Schedule A hereto, at a price of $1.25 per warrant, for an aggregate purchase price of $6,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions at least one (1) business day prior to the Closing Date. On the Closing Date, upon the payment by the Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver certificates evidencing the Private Placement Warrants duly registered in the Purchasers