REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2021, is made and entered into by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), AHAC Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
WARRANT AGREEMENTWarrant Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 26, 2021, is by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 26, 2021 by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ALPHA HEALTHCARE ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), hereby confirms its agreement with BofA Securities, Inc. and PJT Partners LP (the “Representatives” or, each representative individually, a “Representative”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
July 26, 2021 Alpha Healthcare Acquisition Corp. III New York, New York 10036Underwriting Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • 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 Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and BofA Securities, Inc. and PJT Partners LP, 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 15,000,000 of the Company’s units (including up to 2,250,000 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-fourth 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 Publi
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 26, 2021, by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, and AHAC Sponsor III LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
