0000950103-21-002848 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of 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”).

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INDEMNITY AGREEMENT
Indemnity Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the “Company”), and Alfredo Capote (“Indemnitee”).

Alpha Capital Acquisition Company 20,000,000 Units UNDERWRITING AGREEMENT
Alpha Capital Acquisition Co • February 24th, 2021 • Blank checks • New York

Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and BofA Securities, Inc. are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singular or

Alpha Capital Acquisition Company Floor 16 New York, NY 10020
Letter Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • 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 Capital Acquisition Company., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and BofA Securities, Inc., 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 up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as des

WARRANT AGREEMENT
Warrant Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (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”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York

(as it may from time to time be amended, this “Agreement”), is entered into by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021 by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

ALPHA CAPITAL ACQUISITION COMPANY New York, NY 10020
Letter Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York

This letter agreement (this “Agreement”) by and between Alpha Capital Acquisition Company (the “Company”) and Alpha 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”):

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