AGREEMENT AND PLAN OF MERGER by and among ALPHA TAU MEDICAL LTD. ARCHERY MERGER SUB INC. and HEALTHCARE CAPITAL CORP. dated as of July 7, 2021Agreement and Plan of Merger • July 8th, 2021 • Healthcare Capital Corp/De • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 7, 2021, by and among Healthcare Capital Corp., a Delaware corporation (“SPAC”), Archery Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”). SPAC, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
July 7, 2021Letter Agreement • July 8th, 2021 • Healthcare Capital Corp/De • Blank checks • Delaware
This letter agreement (this “Sponsor Agreement”) is being delivered to Healthcare Capital Corp., a Delaware corporation (“SPAC”), and Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among SPAC, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Financing, the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated January 14, 2021, from Healthcare Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of SPAC’s board of directors (the “SPAC Board”) or management team (each, an “Insider” and collectively, the “Insiders”), to SPAC (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in Section 12 h
FORM OF SUPPORT AGREEMENTForm of Support Agreement • July 8th, 2021 • Healthcare Capital Corp/De • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made as of July 7, 2021 by and among (i) Healthcare Capital Corp., a Delaware corporation (“SPAC”), (ii) Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
