REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), AHAC Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
Alpha Healthcare Acquisition Corp. III New York, New York 10036Letter Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and PJT Partners LP, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Of
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Alpha Healthcare Acquisition 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”).
Alpha Healthcare Acquisition Corp. IIIAlpha Healthcare Acquisition Corp Iii • March 4th, 2021 • Blank checks • Delaware
We are pleased to accept the offer AHAC Sponsor III LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
FORM OF UNIT SUBSCRIPTION AGREEMENTForm of Unit Subscription Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, and AHAC Sponsor III LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
Alpha Healthcare Acquisition Corp. IIIAlpha Healthcare Acquisition Corp Iii • March 4th, 2021 • Blank checks • New York
This letter agreement by and between Alpha Healthcare Acquisition Corp. III (the “Company”) and Constellation Alpha Holdings LLC (“Constellation”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
