REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2021 • Alpha Tau Medical Ltd. • 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”).
WARRANT AGREEMENTWarrant Agreement • August 19th, 2021 • Alpha Tau Medical Ltd. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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 • August 19th, 2021 • Alpha Tau Medical Ltd. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Healthcare Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 3rd, 2023 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus • New York
Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), ordinary shares of the Company, no par value per share (the “Ordinary Shares”), having an aggregate offering price of up to $75,000,000 on the terms set forth in this agreement (this “Agreement”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 19th, 2021 • Alpha Tau Medical Ltd. • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2021 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 202[__], is entered into by and between Alpha Tau Medical Ltd., an Israeli company whose address is 5 Kiryat HaMada St., Jerusalem, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • March 28th, 2022 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus • 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”).
Healthcare Capital Corp. Suite 1414 Wilmington, DE 19801 Attention: William Johns, CEO Email: wjohns@healthccc.com Alpha Tau Medical Ltd. Kiryat HaMada St 5 Jerusalem, 9777605, Israel Attention: Uzi Sofer, CEO Email: uzi@alphataumedical.com Re:...Sponsor Support Agreement • October 18th, 2021 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus • 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 AGREEMENTSupport Agreement • October 18th, 2021 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus • 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.Administrative Support Agreement • August 19th, 2021 • Alpha Tau Medical Ltd. • 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”):
ALPHA TAU MEDICAL LTD.Registration Undertaking • September 11th, 2023 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus
Reference is hereby made to (i) that certain Secondary Share Purchase Agreement by and between the Buyer and Althera Medical Ltd., a company in voluntary liquidation (the “Seller”) dated August 10, 2023 (the “SPA”) for the purchase of 1,100,000 Ordinary Shares of Alpha Tau Medical Ltd. (the “Company” and the Purchased Shares” respectively) by the Buyer; and (ii) that certain Amended and Restated Investors’ Rights Agreement by and among the Company and the shareholders of the Company listed therein dated July 7, 2021 (the “IRA”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 1st, 2021 • Alpha Tau Medical Ltd. • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 7, 2021, by and among (i) Alpha Tau Medical Ltd., an Israeli private company (the “Company”), (ii) the entities and individuals identified in Schedule 1 attached hereto (collectively, the “Key Holders”), (iii) each of the entities and individuals identified in Schedule 2 hereto (the “Series A Holders”), (iv) each of the entities and individuals identified in Schedule 3 hereto (the “Series B Holders”), and (v) shareholders who have become a party hereto from time to time with the consent of the Company upon execution of the Joinder set forth in Annex A hereto, and whose names have been or will be added to an updated version of Schedule 4 (together with the Key Holders, the Series A Holders and the Series B Holders, the “Investor(s)”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2021 • Alpha Tau Medical Ltd. • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on July 7, 2021 by and between Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
