UNDERWRITING AGREEMENT between HEALTHCARE CAPITAL CORP. and CANTOR FITZGERALD & CO. Dated January 14, 2021 HEALTHCARE CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Healthcare Capital Corp/De • Blank checks • New York
The undersigned, Healthcare Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • Healthcare Capital Corp/De • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Healthcare Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • Healthcare Capital Corp/De • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2021, by and between Healthcare Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Healthcare Capital Corp. Farmers Bank Building Wilmington, DE 19801Healthcare Capital Corp/De • October 13th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 2, 2020 by and between Healthcare Capital Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Healthcare Capital Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 11th, 2021 • Healthcare Capital Corp/De • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Healthcare Capital Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
January 14, 2021 Healthcare Capital Corp. Wilmington, DE 19801Letter Agreement • January 21st, 2021 • Healthcare Capital Corp/De • 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 between Healthcare Capital Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s units (including up to 3,600,000 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-half 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 Offering pursuant to the registr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • Healthcare Capital Corp/De • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Healthcare Capital Corp., a Delaware corporation (the “Company”), Healthcare Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 11th, 2021 • Healthcare Capital Corp/De • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Healthcare Capital Corp., a Delaware corporation (the “Company”), and Healthcare Capital Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 21st, 2021 • Healthcare Capital Corp/De • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Healthcare Capital Corp., a Delaware corporation (the “Company”), and Healthcare Capital Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • March 8th, 2022 • Healthcare Capital Corp/De • Blank checks • New York
THIS AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 7, 2022, is by and between Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), Healthcare Capital Corp., a Delaware corporation (“HCCC”), 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”).
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.
HEALTHCARE CAPITAL CORP.Healthcare Capital Corp/De • January 21st, 2021 • Blank checks • New York
This letter agreement by and between Healthcare Capital Corp. (the “Company”) and Healthcare Capital Sponsor LLC (the “Sponsor”), 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”):
