Exhibit 10.5
UNIT SUBSCRIPTION AGREEMENT
This UNIT SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of September 17, 2020, by and between Alpha Healthcare Acquisition Corp.,
a Delaware corporation (the “Company”), having its principal place of business at 1177 Avenue of the Americas,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and AHAC Sponsor LLC, a Delaware limited liability company (the “Subscriber”),
having its principal place of business at 1177 Avenue of the Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the Company
desires to sell to the Subscriber on a private placement basis (the “Placement”) an aggregate of 305,000 units
(the “Initial Units”) of the Company, and up to an additional 22,500 units (the “Additional Units”
and, together with the Initial Units, the “Units”) in the event that the underwriters’ 45-day over-allotment
option (“Over-Allotment Option”) is exercised in full or part, each Unit comprised of one share of Class A common
stock of the Company, par value $0.0001 per share (“Common Stock”) and one-half of one warrant, each whole warrant
exercisable to purchase one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The
shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The
shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The
Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each
whole Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the period commencing
on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the
“IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination (the
“Business Combination”), as such term is defined in the registration statement in connection with the IPO, as
amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary
of the consummation of the Business Combination; and
WHEREAS, the Subscriber
wishes to purchase the Initial Units and up to 22,500 Additional Units, and the Company wishes to accept such subscription from
the Subscriber.
NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:
1.
Agreement to Subscribe
1.1. Purchase and Issuance
of the Initial Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase
from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) the Initial
Units in consideration of the payment of the Purchase Price (as defined below). On the Initial Closing Date, the Company shall,
at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry
form.
1.2. Purchase Price.
The Subscriber shall pay $3,050,000 (the “Purchase Price”) by wire transfer of immediately available funds or
by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”)
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as
trustee (“Continental”), one (1) business day prior to the date of effectiveness of the Registration Statement.
1.3. Initial Closing.
The closing of the purchase and sale of 305,000 Initial Units shall take place simultaneously with the closing of the IPO (the
“Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx &
Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed
upon by the parties hereto.
1.4. Purchase and Issuance
of Additional Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from
the Company, and the Company hereby agrees to sell to the Subscriber, on the Over-allotment Closing Date (as defined below) up
to an aggregate of 22,500 Additional Units in consideration of the payment of $10.00 per Additional Unit for a purchase price of
up to $225,000 and in the same proportion as the amount of the Over-Allotment Option is exercised. On the Over-Allotment Closing
Date (as defined below), the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities
purchased or effect such delivery in book-entry form.
1.5. Purchase Price.
As payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00 per Additional
Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to
the Company, to the Trust Account on the date of the consummation of the closing of the over-allotment option, and concurrently
with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Company and the Subscriber (each
such date, an “Over-Allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates”
and each, a “Closing Date”).
1.6. Over-Allotment
Closing. The Over-Allotment Closing Date shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of
the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.
1.7 Termination. This
Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Initial Closing Date
does not occur prior to March 31, 2021.
2.
Representations and Warranties of the Subscriber
The Subscriber represents and warrants to
the Company that:
2.1. No Government
Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Placement of the Securities.
2.2. Accredited
Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under
the Securities Act and similar exemptions under state law.
2.3.
Intent. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own
account (and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement
(the “Insider Letter”) to be entered into with respect to the Securities between, among others, the
Subscriber and the Company, as described in the Registration Statement), and not with a view to the distribution
thereof and the Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may
be permitted under the Insider Letter. The Subscriber shall not engage in hedging transactions with regard to the
Securities unless in compliance with the Securities Act.
2.4. Restrictions
on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered
under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities,
such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement
filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities
Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the
foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section
8 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to
the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber
agrees it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration
Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business
Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.
2.5. Sophisticated
Investor.
(i) The Subscriber
is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.
(ii) The Subscriber
is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,
the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.
2.6. Independent
Investigation. The Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations and financial
condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers
and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such
other information concerning the Company as the Subscriber has requested. The Subscriber confirms that all documents that it has
requested have been made available and that the Subscriber has been supplied with all of the additional information concerning
this investment which the Subscriber has requested.
2.7. Organization
and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of the State of
Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
2.8. Authority.
This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.
2.9. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s charter documents, (ii) any
agreement or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.10. No Legal
Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s own
legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this
Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and
advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or
investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.
2.11. Reliance
on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber
in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability
of such provisions.
2.12. No General
Solicitation. The Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).
2.13.
Legend. The Subscriber acknowledges and agrees the certificates (if any) evidencing each of the Securities shall
bear a restrictive legend (the “Legend”), in form and substance substantially as set forth in
Section 4 hereof.
3. Representations,
Warranties and Covenants of the Company
The Company represents
and warrants to, and agrees with, the Subscriber that:
3.1. Valid
Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share
(the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share
(“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 2,875,000 shares of
Class B Common Stock (of which up to 375,000 shares are subject to forfeiture as described in the Registration Statement), no
shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company
have been duly authorized, validly issued, and are fully paid and non-assessable.
3.2. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”),
as the case may be, each of the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued,
fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the
Subscriber will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens,
claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant to the Insider Letter and (ii)
transfer restrictions under federal and state securities laws.
3.3. Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being
conducted.
3.4.
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the
execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of
the Company or its Board of Directors or stockholders is required, and (iii) this Agreement constitutes valid and
binding obligations of the Company enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal
and state securities laws or principles of public policy.
3.5. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws,
(ii) conflict with, or constitute a default under any agreement or instrument to which the Company is a party or (iii)
any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the
Company is subject. Other than any SEC or state securities filings which may be required to be made by the Company subsequent
to a Closing Date, and any registration statement which may be filed pursuant thereto, the Company is not required under
federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its
obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or Warrant Shares in accordance
with the terms hereof.
4. Legends
4.1. Legend.
The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the
Subscriber in the name of the Subscriber. The certificates (if any) evidencing Securities will bear the following Legend and appropriate
“stop transfer” instructions:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ALPHA HEALTHCARE
ACQUISITION CORP. AND AHAC SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”
4.2.
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and
agreements to comply with all applicable securities laws upon resale of the Securities.
4.3.
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer
of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an
effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration
requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter.
4.4. Registration
Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights
agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the
Company, on or prior to the effective date of the Registration Statement.
5. Waiver
of Liquidation Distributions.
In connection with the
Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with
the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer
conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold
in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify
the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does
not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights
or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in
the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common
Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate
the Business Combination.
6. Terms
of Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.
7. Rescission Right
Waiver and Indemnification.
7.1. The Subscriber
understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the
Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind
its purchase of the Units. In order to facilitate the completion of the Placement and in order to protect the Company, its stockholders
and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the
Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law
or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this
waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver
of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively,
“Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential
or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements
and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened,
in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to
the purchase of the Units and the transactions contemplated hereby.
7.2. The Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or
any Claim that may arise now or in the future.
7.3. The Subscriber
acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7.
7.4. The Subscriber
agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered
such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that
applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.
8. Terms of
the Units and Placement Warrants
8.1. The Units and their
component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts
are subject to the transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable if
called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber (or any of its
permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis
if held by the Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component
parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely
tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration
Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.
8.2. The Subscriber agrees
to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration
Statement.
9. Governing
Law; Jurisdiction; Waiver of Jury Trial
This Agreement shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state. The parties hereto hereby waive any right to a jury trial in connection
with any litigation pursuant to this Agreement and the transactions contemplated hereby.
10. Assignment; Entire Agreement;
Amendment
10.1. Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to
a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.
10.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among
them.
10.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by all of the parties hereto.
10.4. Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.
11. Notices
11.1. Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other. Communications shall be deemed to have been received when
delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon
receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which
the stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice
to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice;
and (c) if by any other form of electronic transmission, when directed to the stockholder.
12. Counterparts
This Agreement may be
executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
13. Survival;
Severability
13.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Dates.
13.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.
14. Headings.
The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.
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SUBSCRIBER: |
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AHAC SPONSOR LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Managing Member |
[Unit Subscription Agreement with Sponsor]
