REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], is made and entered into by and among Love & Health Limited, a Cayman Islands exempted company (the “Company”), Waton Sponsor Limited, a British Virgin Islands business company (the “Sponsor”), and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor 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”).
LOVE & HEALTH LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2024 • Love & Health LTD • Blank checks • New York
Love & Health Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EF Hutton LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Love & Health Limited Suites 3605-06 36F, Tower 6, The Gateway Harbour CityLetter Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Love & Health Limited, a Cayman Islands exempted company (the “Company”), EF Hutton LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 5,750,000 of the Company’s units (including 750,000 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 right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination (the “Rights”). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. S
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2024 by and between Love & Health Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and _____________ (Passport/ID Card No.:_________) (the “Indemnitee”).
Love & Health LimitedLove & Health LTD • January 8th, 2024 • Blank checks • New York
Love & Health Limited, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Waton Sponsor Limited, a British Virgin Islands company (“Subscriber” or “you”), to purchase 1,437,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ] between Love & Health Limited, a Cayman Islands exempted company, with its principal executive offices at Suites 3605-06, 36F, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ] by and between Love & Health Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”).
FORM OF UNIT SUBSCRIPTION AGREEMENTForm of Unit Subscription Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], by and between Love & Health Limited, a Cayman Islands exempted company (the “Company”), having its principal place of business at Suites 3605-06, 36F, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong, and Waton Sponsor Limited, a British Virgin Islands business company (the “Purchaser”).
Love & Health Limited Suites 3605-06 36F, Tower 6, The Gateway Harbour City Kowloon, Hong KongLove & Health LTD • February 2nd, 2024 • Blank checks
This letter agreement by and between Love & Health Limited (the “Company”) and Waton Securities International Limited (“Waton”), an affiliate of Waton Sponsor Limited, sponsor of the Company, 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 (File No. 333-276418) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial Business Combination (as defined in the Registration Statement) or the Company’s liquidation (as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
