REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), Aesther Healthcare Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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”).
10,000,000 Units Aesther Healthcare Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
The undersigned, Aesther Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of [●], 2021, between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
Aesther Healthcare Acquisition Corp. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the 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 pursu
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 2nd, 2021 • Aesther Healthcare 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 Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Aesther Healthcare Acquisition Sponsors LLC, a Delaware limited liability company (the “Purchaser”).
Aesther Healthcare Acquisition Corp.Aesther Healthcare Acquisition Corp. • September 2nd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 30, 2021 by and between Aesther Healthcare Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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 as follows:
Aesther Healthcare Acquisition Corp.Aesther Healthcare Acquisition Corp. • September 2nd, 2021 • Blank checks • New York
This letter agreement by and between Aesther Healthcare Acquisition Corp. (the “Company”) and Aesther Healthcare Sponsor, LLC (“AHS”), 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 (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”):
