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”):
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”).
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”).
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”).
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”).
Aimei Health Technology Co., Ltd 10 East 53rd Street, Suite 3001 New York, NY 10022 [*], 2023Underwriting 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.
Aimei Health Technology Co., LtdAdministrative Support 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”):
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
