REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2021, is made and entered into by and among PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PepperOne LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (each such party, together with the Sponsor, members of the Sponsor, certain anchor investors (the “Anchor Investors”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2021 by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PepperLime Health Acquisition Corporation PMB 97425 San Francisco, California 94104PepperLime Health Acquisition Corp • September 28th, 2021 • Blank checks • New York
PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer PepperOne LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise
PUBLIC WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 14, 2021Warrant Agreement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 14, 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [·], 2021. BETWEEN: WHEREAS:Form of Indemnification Agreement • September 28th, 2021 • PepperLime Health Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
PEPPERLIME HEALTH ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
In June 2021, the Company sold 5,750,000 Class B ordinary shares (the “Founder Shares”) to PepperOne LLC (the “Sponsor”) for $25,000 pursuant to a Securities Subscription Agreement, dated as of June 30, 2021 (the “Sponsor Subscription Agreement”) in substantially the form filed as an Exhibit 10.5 to the Registration Statement. On September 28, 2021, the Sponsor effected a surrender of Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 5,750,000 to 4,312,500. In September and October 2021, the Sponsor also transferred and agreed to transfer the aggregate of 991,000 Founder Shares to certain anchor investors (the “Anchor Investors”) under the investment agreements in substantially the form filed as Exhibit 10.8 to the Registration Statement. Up to 562,500 of the Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the Underwriters’ over-allotment option is exercise
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 28th, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PepperOne LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF PRIVATE WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021Warrant Agreement • September 28th, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PepperLime Health Acquisition Corporation 548 Market Street, Suite 97425 San Francisco, California 94104Letter Agreement • October 12th, 2021 • PepperLime Health Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Oppenheimer & Co., Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each an “Ordinary Share”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement
PRIVATE WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 14, 2021Warrant Agreement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PepperLime Health Acquisition Corporation San Francisco, California 94104 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 21st, 2021 • PepperLime Health 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 between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Oppenheimer & Co. Inc. (the “Underwriter”) on the date hereof, relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each an “Ordinary Share”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regis
RE: Anchor Investment AgreementAgreement • September 28th, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on [·], 2021 by and among the undersigned investor(s) (on a several and not a joint and several basis) (each, an “Investor” and collectively, the “Investors”; provided that if there is only one Investor, all references to Investors shall be deemed to be in the singular), PepperOne LLC, a Cayman Islands limited liability company (the “Sponsor”), and PepperLime Health Acquisition Corporation, a newly incorporated blank check company, incorporated as a Cayman Islands exempted company with limited liability (the “Company”). Pursuant to the terms hereof, the Sponsor hereby accepts the offer the Investors have made to purchase [•] shares of Class B ordinary shares, $0.0001 par value per share of the Company (the “Shares”), all of which are subject to forfeiture by each Investor if such Investor does not submit an indication of interest in the initial public offering (“IPO”) of units (“Units”) of the Company. All references in this Agreement to
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • October 21st, 2021 • PepperLime Health Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PepperOne LLC, a Cayman Islands limited liability company (the “Purchaser”).
