AFTERNEXT HEALTHTECH ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of , 2021
THIS WARRANT AGREEMENT (this Agreement), dated as of , 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).
WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement (as may be amended and restated from time to time, the Private Placement Warrants Purchase Agreement), with AfterNext HealthTech Sponsor, Series LLC (the Sponsor), a Delaware series limited liability company, pursuant to which the Sponsor will purchase an aggregate of up to 5,166,667 warrants (including up to 500,000 warrants subject to the Over-allotment Option (as defined below)) simultaneously with the closing of the Offering (as defined below) and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Units), each such unit comprised of one Class A ordinary shares of the Company, par value $0.0001 per share (Ordinary Shares) and one-third of one redeemable warrant and, in connection therewith, has determined to issue and deliver 9,583,333 redeemable warrants (including up to 1,250,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants, the Warrants). Each whole Warrant entitles the holder to purchase one Ordinary Share, for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of our Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant;
WHEREAS, on , 2021, the Company entered into that certain Registration Rights Agreement (the Registration Rights Agreement), with Sponsor and certain holders , providing for the registration for resale of certain holders of Class F ordinary shares, par value $0.001 per share (the Class F Ordinary Shares);