INDEMNITY AGREEMENTIndemnity Agreement • November 19th, 2021 • Healthcare AI Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Healthcare AI Acquisition Corp. c/o Walkers Corporate Limited,Healthcare AI Acquisition Corp. • November 19th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 23, 2021 by and between Healthcare AI Acquisition LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares (such number to include the 1 Class B ordinary share held by the Subscriber as on the date of this Agreement, the “Subscriber Share”), $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 19th, 2021 • Healthcare AI Acquisition Corp. • Blank checks • New York
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 Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Healthcare AI Acquisition, LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT HEALTHCARE AI ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 19th, 2021 • Healthcare AI Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 19th, 2021 • Healthcare AI Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), Healthcare AI Acquisition, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Healthcare AI Acquisition Corp. Grand Cayman KY1-9008 Cayman Islands Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 19th, 2021 • Healthcare AI Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Of
Healthcare AI Acquisition Corp. 20,000,000 Units1 UNDERWRITING AGREEMENTHealthcare AI Acquisition Corp. • November 19th, 2021 • Blank checks • New York
Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2021 • Healthcare AI Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • August 8th, 2023 • Healthcare AI Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of August [*], 2023 by and among Healthcare AI Acquisition Corp. (“HAIA”), Atticus Ale, LLC, a limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
SPAC SHAREHOLDER SUPPORT AGREEMENTSpac Shareholder Support Agreement • August 16th, 2024 • Healthcare AI Acquisition Corp. • Blank checks
SPAC SHAREHOLDER SUPPORT AGREEMENT dated as of August 15, 2024 (this “Agreement”), by and among Healthcare AI Acquisition, LLC and Atticus Ale, LLC (each of Healthcare AI Acquisition, LLC and Atticus Ale, LLC, a “Shareholder”), Leading Group Limited, a Cayman Islands exempted company with limited liability (the “Company”), and Healthcare AI Acquisition Corp., a Cayman Islands exempted company with limited liability (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2024 • Healthcare AI Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ☑, 2024, is made and entered into by and among Leading Partners Limited, a Cayman Islands exempted company (the “Company”), Leading Group Limited, a Cayman Islands exempted company(“Leading Group”), Healthcare AI Acquisition Corp., a Cayman Islands Exempted Company (the “SPAC”), Healthcare AI Acquisition, LLC (the “Former Sponsor”) and Atticus Ale, LLC (the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to th
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 16th, 2024 • Healthcare AI Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2024, by and among the undersigned (the “Holder”) and Leading Partners Limited, a Cayman Islands exempted company (“Holdco”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • August 16th, 2024 • Healthcare AI Acquisition Corp. • Blank checks
COMPANY SHAREHOLDER SUPPORT AGREEMENT dated as of August 15 2024 (this “Support Agreement”), by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), Leading Group Limited, a Cayman Islands exempted company with limited liability (the “Company”), and Healthcare AI Acquisition Corp., a Cayman Islands exempted company with limited liability (“SPAC”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among AGREEMENT AND PLAN OF MERGER by and among LEADING PARTNERS LIMITED, HEALTHCARE AI ACQUISITION CORP. and LEADING GROUP LIMITED dated as of August 15, 2024Business Combination Agreement • August 16th, 2024 • Healthcare AI Acquisition Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENT dated as of August 15, 2024 (this “Agreement”), made and entered into by and among (a) Leading Partners Limited, a Cayman Islands exempted company with limited liability (“Holdco”), (b) Healthcare AI Acquisition Corp., a Cayman Islands exempted company with limited liability (“SPAC”), and (c) Leading Group Limited, a Cayman Islands exempted company with limited liability (the “Company”). All capitalized terms used but not otherwise defined herein have the meanings set forth or referenced in Section 1.1.
HEALTHCARE AI ACQUISITION CORP.Healthcare AI Acquisition Corp. • November 19th, 2021 • Blank checks
HEALTHCARE AI ACQUISITION CORP.Healthcare AI Acquisition Corp. • May 28th, 2021 • Blank checks
