LifeSci Acquisition III Corp.
250 W. 55th Street, #3401
New York, NY 10019
Ladies and Gentlemen:
LifeSci Acquisition III Corp. (the Company), a blank check company formed for the purpose of acquiring one or more businesses or entities (a Business Combination), intends to register its securities under the Securities Act of 1933, as amended (Securities Act), in connection with its initial public offering (IPO), pursuant to a registration statement on Form S-1 (Registration Statement).
The undersigned hereby commits that it will purchase an aggregate of 3,000,000 warrants (or 3,450,000 if the underwriters over-allotment option is exercised in full) of the Company (Private Warrants), at a price of $0.66 per warrant for an aggregate purchase price of $1,980,000 (or $2,277,000 if the over-allotment is exercised in full) (the Private Warrant Purchase Price).
At least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Warrant Purchase Price to be delivered to Loeb & Loeb, LLP (Loeb), as escrow agent, by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.
The consummation of the purchase and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation of the IPO, Continental shall deposit the Private Warrant Purchase Price, without interest or deduction, into the trust fund (Trust Fund) established by the Company for the benefit of the Companys public stockholders as described in the Registration Statement.
Each of the Company and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Warrants.
Additionally, the undersigned agrees:
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not to propose, or vote in favor of, an amendment to the Companys Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Companys obligation to redeem 100% of the Companys shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, unless the Company provides the holders of shares of Common Stock sold in the IPO with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Companys franchise and income taxes, divided by the number of then outstanding shares of Common Stock sold in the IPO;
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the undersigned will not participate in any liquidation distribution with respect to the Private Warrants (but will participate in liquidation distributions with respect to any shares of Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination;