AIMEI HEALTH TECHNOLOGY CO., LTD UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
Aimei Health Technology Co., Ltd, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Spartan Capital Securities, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows (this “Agreement”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 1, 2023, by and among Aimei Health Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 24th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2023 between Aimei Health Technology Co., Ltd. ., a Cayman Islands exempted company with limited liability, with offices at 10 East 53rd Street, Suite 3001, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 1, 2023 between Aimei Health Technology Co., Ltd, a Cayman Islands exempted company with limited liability, with office at 10 East 53rd Street, Suite 3001, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This Agreement, made and entered into effective as of December 1, 2023 (“Agreement”), by and between Aimei Health Technology Co., Ltd., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this December 1, 2023, by and between Aimei Health Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 10 East 53rd Street, Suite 3001, New York, NY 10022, and Aimei investment Ltd, a Cayman Islands exempted company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This Agreement is made effective as of December 1, 2023 by and between Aimei Health Technology Co., Ltd. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Aimei Health Technology Co., Ltd 10 East 53rd Street, Suite 3001 New York, NY 10022 [*], 2023Letter Agreement • October 6th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Aimei Health Technology Co., Ltd, a Cayman Islands exempted company (the “Company”), and Spartan Capital Securities, LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”) and one right to receive one-fifth (1/5 of one Ordinary Share (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [*], 2023, by and between Aimei Health Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 10 East 53rd Street, Suite 3001, New York, NY 10022, and Aimei investment Ltd, a Cayman Islands exempted company (the “Purchaser”).
Aimei Health Technology Co., LtdLetter Agreement • October 6th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This letter agreement by and between Aimei Health Technology Co., Ltd (the “Company”) and Aimei Investment Ltd (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (collectively the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Aimei Health Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
The undersigned hereby subscribes for 1,437,000 ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.
AIMEI HEALTH TECHNOLOGY CO., LTD UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
Aimei Health Technology Co., Ltd, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Spartan Capital Securities, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows (this “Agreement”):
Aimei Health Technology Co., Ltd 10 East 53rd Street, Suite 3001 New York, NY 10022 [*], 2023Letter Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Aimei Health Technology Co., Ltd, a Cayman Islands exempted company (the “Company”), and Spartan Capital Securities, LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”) and one right to receive one-fifth (1/5 of one Ordinary Share (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
FOUNDER SUPPORT AGREEMENTFounder Support Agreement • June 20th, 2024 • Aimei Health Technology Co., Ltd. • Blank checks
This FOUNDER SUPPORT AGREEMENT, dated as of [*], 2024 (this “Support Agreement”), is entered into by and among the Shareholder named on the signature page hereto (the “Shareholder”), United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Aimei Health Technology Co., Ltd, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”). 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).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Aimei Health Technology Co., Ltd. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [*], 2024, and shall be effective as of the Closing (defined below), by and among (i) Aimei Health Technology Co., Ltd, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”), and (iii) the individuals and entities listed under Investors on the signature page hereto, (individually, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) (and if such term is not defined in the Original Agreement, then the Business Combination Agreement (as defined below)).
RE: Amended and Restated Securities Subscription AgreementSecurities Subscription Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This agreement (the “Agreement”) is entered into as of May 24, 2023 by and between Aimei Investment Ltd, an Exempted Company incorporated in the Cayman Island with Limited Liability (the “Subscriber” or “you”), and Aimei Health Technology Co. Ltd.., an Exempted Company incorporated in the Cayman Island with Limited Liability (the “Company,” “we” or “us”). This Agreement amends and restates the subscription agreement entered into between the parties on May 1, 2023 (the “Original Subscription Agreement”) in its entirety. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 Ordinary shares, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture 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
BUSINESS COMBINATION AGREEMENT by and among AIMEI HEALTH TECHNOLOGY CO., LTD, as Purchaser, AIMEI INVESTMENT LTD, in the capacity as Purchaser Representative, UNITED HYDROGEN GLOBAL INC., as Pubco, UNITED HYDROGEN VICTOR LIMITED, as First Merger Sub,...Business Combination Agreement • June 20th, 2024 • Aimei Health Technology Co., Ltd. • Blank checks • New York
SELLER SHAREHOLDER SUPPORT AGREEMENTSeller Shareholder Support Agreement • June 20th, 2024 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This SELLER Shareholder Support Agreement (this “Agreement”) is made and entered into as of ____________, 2024, by and among Aimei Health Technology Co., Ltd, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) and the individuals and entities whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Aimei Health Technology Co., LtdLetter Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This letter agreement by and between Aimei Health Technology Co., Ltd (the “Company”) and Aimei Investment Ltd (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (collectively the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This Agreement is made effective as of [*], 2023 by and between Aimei Health Technology Co., Ltd. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2023 between Aimei Health Technology Co., Ltd, a Cayman Islands exempted company with limited liability, with office at 10 East 53rd Street, Suite 3001, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
Aimei Health Technology Co., Ltd December 1, 2023Letter Agreement • December 7th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Aimei Health Technology Co., Ltd, a Cayman Islands exempted company (the “Company”), and Spartan Capital Securities, LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”) and one right to receive one-fifth (1/5 of one Ordinary Share (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Aimei Health Technology Co., LtdLetter Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks
This letter agreement by and between Aimei Health Technology Co., Ltd (the “Company”) and Aimei Investment Ltd (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (collectively the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF SELLER LOCK-UP AGREEMENT LOCK-UP AGREEMENTLock-Up Agreement • June 20th, 2024 • Aimei Health Technology Co., Ltd. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ________, 2024, by and among (i) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) Aimei Investment Ltd, an exempted company incorporated with limited liability in the Cayman Islands in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), (iii) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iv) Aimei Health Technology Co., Ltd, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), and (v) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as de
SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • June 20th, 2024 • Aimei Health Technology Co., Ltd. • Blank checks • New York
This Seller Registration Rights Agreement (this “Agreement”) is entered into as of __________________, 2024 by and among (i) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
