REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • AfterNext HealthTech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2021, is made and entered into by and among AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2021 • AfterNext HealthTech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 12, 2021, by and between AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
25,000,000 Units AfterNext HealthTech Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2021 • AfterNext HealthTech Acquisition Corp. • Blank checks • New York
AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized ter
AfterNext HealthTech Acquisition Corp. c/o TPG Global, LLC Fort Worth, TX 76102AfterNext HealthTech Acquisition Corp. • July 9th, 2021 • Blank checks • New York
This agreement and the terms hereof (this “Agreement”) memorializes the purchase of 19,400,000 of Class F ordinary shares (the “Shares”), $0.0001 par value per share (the “Class F Shares”) in AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”) by AfterNext HealthTech Sponsor (Series S-1), a series of AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Subscriber” or “you”), which occurred on May 3, 2021 (the “Effective Date”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class F Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless the context ot
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 16th, 2021 • AfterNext HealthTech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of August 11, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Purchaser”).
AFTERNEXT HEALTHTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 12, 2021Warrant Agreement • August 16th, 2021 • AfterNext HealthTech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2021, is by and between AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • July 9th, 2021 • AfterNext HealthTech Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AfterNext HealthTech Acquisition Corp. Fort Worth, TX 76102 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 30th, 2021 • AfterNext HealthTech 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 or proposed to be entered into by and among AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Shar
AfterNext HealthTech Acquisition Corp. Fort Worth, TX 76102Letter Agreement • August 16th, 2021 • AfterNext HealthTech 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 or proposed to be entered into by and among AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Shar
AfterNext HealthTech Acquisition Corp.AfterNext HealthTech Acquisition Corp. • September 22nd, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the shares of AfterNext HealthTech Acquisition Corp. (the “Company”) are first listed on the New York Stock Exchange (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”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, AfterNext HealthTech Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $50,000
AfterNext HealthTech Acquisition Corp.AfterNext HealthTech Acquisition Corp. • July 9th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the shares of AfterNext HealthTech Acquisition Corp. (the “Company”) are first listed on the New York Stock Exchange (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”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, AfterNext HealthTech Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $50,000
