0001104659-21-122070 Sample Contracts

WARRANT AGREEMENT between LAVA MEDTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • October 1st, 2021 • LAVA Medtech Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is by and between LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 1st, 2021 • LAVA Medtech Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • October 1st, 2021 • LAVA Medtech Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [__], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), and LAVA Medtech Sponsor LP, a Delaware limited partnership (the “Purchaser”).

INDEMNITY AGREEMENT
Indemnification Agreement • October 1st, 2021 • LAVA Medtech Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__]. 2021, by and between LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), and [__] (“Indemnitee”).

LAVA Medtech Acquisition Corp. 303 Wyman Street, Suite 300 Waltham, Massachusetts 02451
Underwriting Agreement • October 1st, 2021 • LAVA Medtech 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 among LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), RBC Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a re

LAVA MEDTECH aCQUISITION CORP. 10,000,000 Units Underwriting Agreement
Underwriting Agreement • October 1st, 2021 • LAVA Medtech Acquisition Corp. • Blank checks • New York

LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 10,000,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters a 45-day option to purchase up to an additional 1,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”

LAVA Medtech Acquisition Corp. c/o Reed Smith LLP
Administrative Services Agreement • October 1st, 2021 • LAVA Medtech Acquisition Corp. • Blank checks • New York

This letter agreement by and between LAVA Medtech Acquisition Corp. (the “Company”) and LAVA Medtech Sponsor LP, our 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 Securities and Exchange Commission (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”):

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