EX-10.11





 Exhibit 10.11 

Execution Version 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 11, 2019 by and
between SC Health Corporation, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

 WHEREAS, the Company’s registration statement on Form S-1, File No. 333-232240 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of
one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), 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 Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”); and 

WHEREAS, as described in the Prospectus, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $172,500,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated, U.S. dollar-denominated trust account located in
the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares 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 shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public
Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $5,250,000 (or $6,037,500 if the Underwriter’s
over-allotment option is exercised in full) is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter 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 Deutsche Bank Trust Company Americas; 












 (b) Manage, supervise and administer the Trust Account subject to the terms and conditions
set forth herein; 
 (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States
government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the
Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; 

(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein; 
 (e) Promptly notify the Company and the Underwriter of all communications received by
the Trustee with respect to any Property requiring action by the Company; 
 (f) Supply any necessary information or documents as may be
requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the
Company’s financial statements by the Company’s auditors; 
 (g) Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by the Company to do so; 
 (h) Render to the Company monthly
written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (the “Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), shall be distributed to the
Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it
has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has
been distributed to the Public Shareholders; 

  
 -2- 













 (j) Upon written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such
payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request; 
 (k) Upon written request from the Company, which may be given from time to time in a form substantially
similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not
consummated an initial Business Combination within the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and
restated memorandum and articles of association. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look
beyond said request; 
 (l) Only release the Property in accordance with a written instruction, signed by the Company’s Chairman of the
Board, Chief Executive Officer or Chief Financial Officer substantially in the form attached as Exhibit A, B, C or D, as applicable, attached hereto (each, a “Written Direction”); and 

(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j) or
(k) above. 

  
 -3- 













 2. Agreements and Covenants of the Company. The Company hereby agrees and covenants
to: 
 (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing; 
 (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against
any and all documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any
action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel; 
 (c) Pay the Trustee the fees set forth on Schedule A
hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to
pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of
the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of
the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof; 

(d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the
shareholder meeting verifying the vote of such shareholders regarding such Business Combination; 
 (e) Provide the Underwriter with a copy
of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

  
 -4- 













 (f) Unless otherwise agreed between the Company and the Underwriter, ensure that any
Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriter
prior to any transfer of the funds held in the Trust Account to the Company or any other person; and 
 (g) Instruct the Trustee to make
only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement. 

3. Limitations of Liability. The Trustee shall have no responsibility or liability to: 

(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein; 
 (b) Take any action with respect to the Property, other than as directed in
Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; 

(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto; 
 (d) Refund any depreciation in principal of any Property; 

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 
 (f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s
counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the
Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of
this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written
consent thereto; 
 (g) Verify the accuracy of the information contained in the Registration Statement; 

  
 -5- 













 (h) Provide any assurance that any Business Combination entered into by the Company or any
other action taken by the Company is as contemplated by the Registration Statement; 
 (i) File information returns with respect to the
Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or

 (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof. 
 4. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the
Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

5. Termination. This Agreement shall terminate as follows: 

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

 (b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the
provisions of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b). 

  
 -6- 













 6. Miscellaneous. 

(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including,
account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of the funds. 

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument. 
 (c) This Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the
then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem
his, her or its Ordinary Shares in connection with a shareholder vote to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each
of the parties hereto. 
 (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of
New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 

(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail: 

if to the Trustee, to: 
 American
Stock Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn:
Felix Orihuela 
 Tel: (718) 921-8209 

Email: FOrihuela@astfinancial.com / 

treasurymanagement@astfinancial.com 

  
 -7- 













 if to the Company, to: 

SC Health Corporation 
 Attn:
Angelo John Coloma 
 Address: 108 Robinson Road #10-00 

Singapore 068900 
 Tel: +65 6438
1080 
 Email: aj.coloma@sincapital.com 

in each case, with copies to: 

Ropes & Gray LLP 
 1211
Avenue of the Americas 
 New York, New York 10036 

Attn: Paul Tropp 
 Email:
paul.tropp@ropesgray.com 
 and 

Credit Suisse Securities (USA) LLC 

Eleven Madison Avenue 
 New
York, New York 10010 
 Attn.: IBCM-Legal 

Fax No.: (212) 325-4296 

and 
 Shearman &
Sterling LLP 
 599 Lexington Avenue 

New York, New York 10022 

Attn.: Harald Halbhuber 
 Email:
harald.halbhuber@shearman.com 
 (f) Each of the Company and the Trustee hereby represents that it has the full right and power and
has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way
of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(g) This Agreement may not be assigned by the Trustee without the prior written consent of the Company. 

  
 -8- 













 (h) This Agreement is the joint product of the Trustee and the Company and each provision
hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(j) Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.

 (k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity. 
 [Signature Page Follows] 

  
 -9- 













 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee
		
	By:	 	/s/ Michael A. Nespoli


 
			
	Name:	 	Michael A. Nespoli
	Title:	 	Executive Director


  

			
	SC HEALTH CORPORATION


 
			
		
	By:	 	/s/ David Sin


 
			
	Name:	 	David Sin
	Title:	 	Director


 [Signature Page to Investment Management Trust Agreement] 












 SCHEDULE A 
  

									
	 Fee Item
	  	 Time and method of payment
	  	Amount
	 Initial set-up fee.
	  	Initial closing of Offering by wire
transfer. Deferred until Business
Combination closing	  	$	 	 	  	$3,500
	 Trustee administration fee
	  	Payable annually. First year fee
payable, at initial closing of Offering
by wire transfer, thereafter by wire
transfer or check.	  	$	 	 	  	$5,500
	 Transaction processing fee for
disbursements to Company under
Section 1
	  	Deduction by Trustee from
accumulated income
following disbursement made to Company under
Section 1	  	$	 	 	  	$8,500
	 Paying Agent services as required
pursuant to Section 1(i)
	  	Billed to Company upon delivery of
service pursuant to Section 1(i)	  				  	Prevailing
rates


  
 A-1 













 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: [•] 

 

	 	Re:	 Trust Account No. Termination Letter 



Ladies and Gentlemen: 
 Pursuant to
Section 1(i) of the Investment Management Trust Agreement between SC Health Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the
“Trustee”), dated as of __________, 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such
shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the
Trust Account on [insert date], and to transfer the proceeds into the trust checking account at Deutsche Bank Trust Company Americas to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while
the funds are on deposit in said trust checking account awaiting distribution, neither the Underwriter nor the Company will earn any interest or dividends. 

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief
Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Underwriter with
respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the account or accounts
directed by the Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. 

  
 A-2 













 In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall
be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. 

 

			
	Very truly yours,
	
	SC HEALTH CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


 cc: Credit Suisse Securities (USA) LLC 

  
 A-3 













 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: [•] 

 

	 	Re:	 Trust Account No. Termination Letter 



Ladies and Gentlemen: 
 Pursuant to
Section 1(i) of the Investment Management Trust Agreement between SC Health Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the
“Trustee”), dated as of __________, 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the
“Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ____________, 20___ and to transfer the total proceeds into the trust checking account at Deutsche Bank Trust Company Americas to await distribution to the
Public Shareholders. The Company has selected __________ as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. [You agree to be the Paying Agent of record and, in your
separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the
Company.] Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. 

 

			
	Very truly yours,
	
	SC HEALTH CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


 cc: Credit Suisse Securities (USA) LLC 

  
 B-1 













 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: [•] 

 

	 	Re:	 Trust Account No. Tax Payment - Withdrawal Instruction  



Ladies and Gentlemen: 
 Pursuant to
Section 1(j) of the Investment Management Trust Agreement between SC Health Corporation (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”),
dated as of __________, 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay for the tax obligations
as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	Very truly yours,
	
	SC HEALTH CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


 cc: Credit Suisse Securities (USA) LLC 

  
 C-1 













 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: [•] 

 

	 	Re:	 Trust Account No. Shareholder Redemption Withdrawal Instruction 



Ladies and Gentlemen: 
 Pursuant to
Section 1(k) of the Investment Management Trust Agreement between SC Health Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the
“Trustee”), dated as of __________, 2019 (the “Trust Agreement”), the Company hereby requests that you withdraw $___________ of the principal and interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such
funds to pay the Company’s public shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the
Offering. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. 

 

			
	Very truly yours,
	
	SC HEALTH CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


 cc: Credit Suisse Securities (USA) LLC 

  
 D-1