展品10.2

投資管理trust協議

本投資管理信託協議（以下簡稱“協議”）自2024年10月25日起生效，由Oaktree Acquisition Corp. III Life Sciences（下稱“權益代理”）與康定股票轉讓和信託公司（一家紐約公司）（以下簡稱“信託”).

鑒於，公司的表格上的登記聲明 S-1, 檔案 No. 333-282508 （下稱“申報書”）和招股意向書（“招股書”)為首次公開發行的公司單位，每一個公開單位均由一類A普通股組成，每股面值為$0.0001（“普通股和 五分之一 換領證書，可以購買一份A類普通股（此初始公開發行以下簡稱為“供股”），已由美國證券交易委員會宣佈自今日起生效；並且

公司已簽署一項承銷協議（以下簡稱“承銷協議）與Jefferies LLC、花旗全球貨幣市場有限公司和瑞銀證券有限公司，作為代表人（以下簡稱為“代表人）給幾位承銷人（以下簡稱為“承銷商）構成其中所載的; 而

鑒於，如在招股書中所述，私募定向增發單位（在包銷協議中所定義的）的175,000,000美元的募集收益以及與招股會同時交割的Oaktree Acquisition Holdings III LS, LLC按照招股中所述（或者如果承銷人完全行使購入額外普通股的選擇權，則為201,250,000美元），將交付給受託人存入並持有在全球貨幣的所有板塊內隨時位於美國的一個隔離信託賬戶（以下簡稱為“信託帳戶）以利公司及招股中發行的普通股持有人（如下文所述）的利益所提供的（轉交給受託人的資金（以及後來獲得的任何利息）與完成招股交易有關，本文稱為“資產，受託人將持有財產以造益於的股東將被稱為所有板塊，受託人將持有該資產以滿足公眾股東的利益，並且公眾股東和公司將一起被稱為“受益人和

鑒於根據承銷協議，財產的部分金額為6,125,000美元，如果承銷人行使購買額外普通股的選擇權，則為7,043,750美元，這筆金額歸因於推遲的承銷折扣和佣金 (i) 將由公司支付予承銷人在業務組合完成時（如下所定義）（即“递延折扣其中高達40%的款項可由公司管理層自行酌情支付給承銷商，根據公司管理團隊確定的分配，或支付給不參與認購的第三方(但是該第三方為FINRA成員)，協助公司完成初始業務組合；

鑑於公司和受託人希望締結本協議，以訂明受託人將持有該資產的條款和條件；

現在因此 經過協商:

1. 協議受託人的協議和承諾，受託人在此同意並許諾：

(a) 根據本協議的條款，以信託形式持有該資產，該信托賬戶設在美國的J.P.摩根大通銀行，N.A.（或者在美國擁有1000億美元或更多總資產的其他美國特許商業銀行）由受託人設立，並在由受託人維護和合理滿意公司的券商所選擇的券商機構；

(b) 監管和管理該信託賬戶，受本協議規定的條款和條件約束；

(c) 在公司的書面指示下，及時按照以下要求，(i) 將未投資的資金持有為現金，(ii) 將財產存入具有100億美元或更多資產的美國特許商業銀行的利息帳戶，由受託人合理滿足公司要求選擇，或(iii) 投資並再投資財產於1940年公司法修訂版本第2(a)(16)條的美國政府證券內。 非利息 銀行，並將資產存入具有100億美元或更多資產的美國特許商業銀行的利息帳戶，由信託受託人選擇，並得到公司合理滿意，或(iii) 對根據1940年公司法修訂版本第2(a)(16)條的美國政府證券進行投資和再投資。

成熟期在185天或以下，或符合1940年投資公司法案修訂案(或任何後繼規定)規定的通過(d)(1)、(d)(2)、(d)(3)和(d)(4)段落條件的貨幣市場基金。 2a-7 只投資於直接美國政府國庫公債的信託可能不投資於任何其他證券或資產，並了解在賬戶資金未投資等待公司指示期間，賬戶不會產生利息；並且在賬戶資金投資或未投資時，受託人可以在這樣的時期賺取銀行優惠或其他補偿；

(d) 收集和收取來自財產的所有本金、利息或其他收入，該收入將成為“信託賬戶”的一部分，如此用詞所指；資產，”如本聲明所指之用詞；

(e) 及時通知公司和代表與受託人有關的所有通信，該通信需要公司採取行動，或在準備公司的財務報表或完成公司的財務報表審核由公司審計師進行時；

(f) 提供公司(或其授權代理人)要求的與信託賬戶中持有的資產有關的稅務申報準備或與準備公司的財務報表或完成公司的財務報表審核有關的公司準備的任何必要信息或文件；

(g) 如果公司指示受託人進行任何保護或執行來自財產所起的任何權利或利益的計劃或程序，則應隨時參與；

(h) 每月向公司提供通信，關於信託賬戶的所有款項和活動，反映信託賬戶的所有款項和支取。

(i) 只有在收到並按照公司來函的條款後，並獲得公司首席執行官、致富金融(臨時代碼)或公司其他授權人員簽字，並由代表簽署的信函之後，才可開始清算信託賬戶，並及時進行。解除信函）或適用的，由公司首席執行官、致富金融(臨時代碼)或公司其他授權人員簽署，代表簽署，其形式與此處附件所附的形式大致相同。 附件A 或附錄B不得清算信託賬戶，並分發信託賬戶中的資產，包括信託賬戶中賺取的利息（該利息應扣除支付或應付的稅款，如有需要，以及 附錄B，最高可支付不超過100,000美元的利息收入以支付清算和解散費用，並扣除任何工作資本提取（如下所定義的））,僅按照終止函指示以及其中提及的其他文件，或（y）於（1）開盤後24個月的日期，或公司董事會可能批准的較早日期，以及（2）公司股東根據公司修訂的和重訂的文件，可能批准的較晚日期的後日期，如未在此等日期前接到終止函，則信託賬戶將按照終止函 中所列的程序進行清算 附錄B 以及信託賬戶中的財產，包括信託賬戶中持有的資金所賺取的利息（該利息應扣除已支付或應支付的稅款，最高可支付的100,000美元利息收入，以支付清算和終止費用和任何工作資本提取

於接到公司書面要求，可自信託賬戶提取所要求的財產所賺取的利息，以支付由於公司資產或信託賬戶上賺取的利息或其他收入而由公司欠付的任何稅款（不包括 2022年通脹減少法案實施的1%美國聯邦特稅 展品C (a “稅款提取指示），請從信託賬戶提款並向公司分發公司要求支付的信託賬戶上賺取的利息，以支付公司由於資產或信託賬戶上賺取的利息或其他收入而產生的任何稅款（排除對公司徵收的2022年通脹減少法案實施的1%美國聯邦特稅 提供, 但是董事會在書面指定的情况下，如信託賬戶的利息收入不足以支付該稅務義務，則受託人應清算信託賬戶中指定的資產，以便進行該分配，只要信託賬戶中的每股聚合本金金額沒有減少（

 

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acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association;

(l) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E (a “Working Capital Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company up to an aggregate of $250,000 per annum (the “Annual Working Capital Withdrawal Capacity”) of interest earned on the Property requested by the Company to fund working capital (a “Working Capital Withdrawal”), which amount shall be delivered directly to the Company to fund its working capital purposes, so long as there is no reduction in the aggregated principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient interest income in the form of cash in the Trust Account to fund such Working Capital Withdrawal, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). Any unused Annual Working Capital Withdrawal Capacity shall remain available for withdrawals in subsequent years and increase the subsequent Annual Working Capital Withdrawal Capacities by the amount of unused Annual Working Capital Withdrawal Capacities of previous years. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; and

(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k) or (l) above.

2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j), (k) or (l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is

 

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distributed to the Company pursuant to Sections 1(i) through 1(l) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;

(d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;

(e) Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;

(f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;

(g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;

(h) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a Shareholder Redemption Withdrawal Instruction in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and

(i) Within five (5) business days after the Underwriters exercise their option to purchase additional Ordinary Shares (or any unexercised portion thereof) or such option to purchase additional Ordinary Shares expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

3. Limitations of Liability. The Trustee shall have no responsibility or liability to:

(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;

(d) Change the investment of any Property, other than in compliance with Section 1 hereof;

(e) Refund any depreciation in principal of any Property;

(f) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

 

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(g) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(h) Verify the accuracy of the information contained in the Registration Statement;

(i) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

(j) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(k) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or

(l) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.

4. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

5. Termination. This Agreement shall terminate as follows:

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

6. Miscellaneous.

 

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(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

(b) This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class and which are represented in person or by proxy and are voted at a general meeting of the Company; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote for an Amendment, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a notice in writing signed by each of the parties hereto.

(d) The parties to this Agreement agree and acknowledge that the Company has no obligation to deposit any funds held outside of the Trust Account into the Trust Account for the benefit of the Beneficiaries following the deposit of the Property in connection with the consummation of the Offering. Holders of Public Shares have no rights to any funds held by the Company outside of the Trust Account upon or following their redemption pursuant to the Company’s amended and restated memorandum and articles of association or this Agreement.

(e) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

(f) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:

if to the Trustee, to:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

Email:  fwolf@continentalstock.com

cgonzalez@continentalstock.com

if to the Company, to:

Oaktree Acquisition Corp. III Life Sciences

333 South Grand Avenue, 28th Floor

 

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Los Angeles, California 90071

Attn:  Zaid Pardesi

Email: ZPardesi@oaktreecapital.com

in each case, with copies to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn:   Christian O. Nagler

Peter Seligson

Mathieu Kohmann

Email: cnagler@kirkland.com

peter.seligson@kirkland.com

mathieu.kohmann@kirkland.com

and

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attn:   General Counsel

Email:  IB_US_Legal@jefferies.com

and

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Attention: Pavan Bellur

Email:  pavan.bellur@citi.com

and

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Carlos Alvarez

Email:  carlos.alvarez@ubs.com

and

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attn.   Joel L. Rubinstein

Email:  joel.rubinstein@whitecase.com

(g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(h) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

 

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(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

(j) Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters is a third-party beneficiary of this Agreement.

(k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

 

SCHEDULE A

 

Fee Item		Time and method of payment		Amount
Initial acceptance fee		Initial closing of the Offering by wire transfer		$ 3,500.00
Annual fee		First year, initial closing of the Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check		$ 10,000.00
Transaction processing fee for disbursements to Company under Sections 1(i),(j), (k) and (l)		Billed by Trustee to Company under Section 1		$ 250.00
Paying Agent services as required pursuant to Section 1(i) and 1(k)		Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)		Prevailing rates

EXHIBIT A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:

Trust Account - Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Oaktree Acquisition Corp. III Life Sciences (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 25, 2024 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Representatives (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representatives will earn any interest or dividends.

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.

 

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EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:

Trust Account - Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Oaktree Acquisition Corp. III Life Sciences (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 25, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a target business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

 

 

13

EXHIBIT C

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:

Trust Account - Tax Payment Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Oaktree Acquisition Corp. III Life Sciences (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 25, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $   of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION TO BE INCLUDED]

 

 

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EXHIBIT D

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:

Trust Account - Shareholder Redemption Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Oaktree Acquisition Corp. III Life Sciences (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 25, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $   of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $ of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment.

 

 

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EXHIBIT E

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

Re: Trust Account – Working Capital Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(l) of the Investment Management Trust Agreement between Oaktree Acquisition Corp. III Life Sciences (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 25, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $   of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds for working capital purposes, subject to the Annual Working Capital Withdrawal Capacity limitation. For the current year ending   , $   has been disbursed to date (including the amounts requested hereunder). In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

 

 

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