JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENT
EXHIBIT 10.3
JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENT
June 12, 2023
Reference is made to that certain Share Purchase Agreement, dated as of June 12, 2023 (the “Agreement”), by and among Atticus Ale, LLC (“Investor”), Healthcare AI Acquisition Corp. (the “Company”) and Healthcare AI Acquisition LLC (the “Sponsor”), pursuant to which Investor shall be entitled to acquire securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that certain Letter Agreement, dated December 14, 2021 (as it exists on the date of the Agreement, the “Letter Agreement”), by and among the Company, the Sponsor, officers and directors of the Company, and the other stockholders of the Company signatory thereto, and shall be bound by, and shall be subject to the restrictions set forth under, the terms and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect to its Founder Shares purchased pursuant to the Agreement (the “Assigned Securities”); and (ii) shall become a party to that certain Registration Rights Agreement, dated December 14, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”), by and among the Company, the Sponsor, and the other stockholders of the Company signatory thereto, and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities (together with any other equity security of the Company issued or issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities” thereunder.
In addition, the Sponsor hereby transfers to the Investor its right to designate three individuals to be appointed or nominated, as the case may be, for election to the board of directors of the Company at any time after the Company consummates a business combination, as described in Article 5 of the Registration Rights Agreement.
For the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and among Investor and the other shareholders of the Company signatory thereto.
This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
ATTICUS ALE, LLC
| By | /s/ ▇▇▇▇▇▇ ▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇ | ||
| Title: Manager |
|
| ACKNOWLEDGED AND AGREED:
|
| |
|
|
|
|
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
|
| Title: Chief Financial Officer | ||
ACKNOWLEDGED AND AGREED:
HOLDERS:
HEALTHCARE AI ACQUISITION, LLC
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ |
| 2 |