INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [.], 2024 by and between Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • New York
This agreement (“Agreement”) is made as of [•], 2024 between Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company, with offices at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Oaktree Acquisition Corp. III Life Sciences c/o Oaktree Capital Management, L.P. Los Angeles, California 90071Oaktree Acquisition Corp. III Life Sciences • September 13th, 2024 • Blank checks • Delaware
This agreement (this "Agreement") is entered into on July 15, 2024 by and between Oaktree Acquisition Holdings III LS, L.P., a Cayman Islands exempted limited partnership (the "Subscriber" or "you"), and Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the "Company"). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,031,250 Class B ordinary shares, $0.0001 par value per share (the "Shares"), up to 656,250 of which are subject to surrender and cancellation by you, as further described in Section 3.1 below, to the extent the underwriters of the initial public offering ("IPO") of Class A ordinary shares, $0.0001 par value per share, of the Company do not fully exercise their over-allotment option (the "Over-allotment Option"). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B ordinary shares, $0.0001 par value per share (the "Class B Ordinary Shares")
INDEMNITY AGREEMENTIndemnity Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2024, by and between Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”), and [.] (“Indemnitee”).
Oaktree Acquisition Corp. III Life Sciences Los Angeles, California 90071Letter Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • 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 Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”) and Jefferies LLC, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 20,125,000 units of the Company (including 2,625,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units pursuant to the terms of the Underwriting Agreement), each such unit comprised of one Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and one-fifth of a redeemable warrant to purchase one Ordinary Share as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Continental S
17,500,000 Units Oaktree Acquisition Corp. III Life Sciences UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • New York
OAKTREE ACQUISITION CORP. III LIFE SCIENCESLetter Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks
This letter agreement (this “Agreement”) will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oaktree Acquisition Corp. III Life Sciences (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (the “Business Combination”) and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oaktree Acquisition Holdings III LS, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 (or any successor location). In exchange therefor, the Compan
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September [.], 2024, is entered into by and between Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings III LS, LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September [.], 2024, is made and entered into by and among Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”), Oaktree Acquisition Holdings III LS, LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with 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”).
