THIS WARRANT AGREEMENT (this Agreement), dated as of February 26, 2021, is by and between Hudson Executive Investment Corp. III, a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the Warrant Agent, and also referred to herein as the Transfer Agent).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-fifth of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 10,500,000 warrants (or up to 12,075,000 warrants to the extent the Over-allotment Option (as defined below) is exercised) to public investors in the Offering (the Public Warrants);
WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement) with HEC Sponsor III LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 8,333,333 warrants (or up to 9,383,333 warrants to the extent the Over-allotment Option is exercised) simultaneously with the closing of the Offering (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 has entered into that certain Forward Purchase Agreement (the Forward Purchase Agreement) with HEC Master Fund LP (the Forward Purchase Investor) pursuant to which the Forward Purchase Investor or one of its affiliates will be issued 1,000,000 warrants (the Forward Purchase Warrants) included as part of Units to be sold to the Forward Purchase Investor in a private placement transaction to occur at or prior to the time of the Companys initial Business Combination (as defined below), each bearing the legend set forth in Exhibit B hereto;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or the Companys officers and directors may, but are not obligated to, loan to 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 warrants at a price of $1.50 per warrant (the Working Capital Warrants, and, together with the Private Placement Warrants, the Forward Purchase Warrants and the Public Warrants, the Warrants);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statements on Form S-1 (File numbers 333-252744 and 333-253427) (collectively, the Registration Statement), and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Common Stock included in the Units;