Attached files

file filename
EX-99.6 - FORM OF NOMINATING COMMITTEE CHARTER - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex99-6_alphahealth3.htm
EX-99.5 - FORM OF COMPENSATION COMMITTEE CHARTER - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex99-5_alphahealth3.htm
EX-99.4 - FORM OF AUDIT COMMITTEE CHARTER - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex99-4_alphahealth3.htm
EX-99.3 - CONSENT OF WILLIAM WOODWARD - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex99-3_alphahealth3.htm
EX-99.2 - CONSENT OF EUGENE L. PODSIADLO - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex99-2_alphahealth3.htm
EX-99.1 - CONSENT OF DARLENE T. DEREMER - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex99-1_alphahealth3.htm
EX-23.1 - CONSENT OF MARCUM LLP - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex23-1_alphahealth3.htm
EX-14 - FORM OF CODE OF BUSINESS CONDUCT AND ETHICS - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex14_alphahealth3.htm
EX-10.7 - PROMISSORY NOTE, DATED AS OF JANUARY 21, 2021, ISSUED TO THE SPONSOR - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-7_alphahealth3.htm
EX-10.6 - FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND OUR SPONSOR - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-6_alphahealth3.htm
EX-10.5 - SUBSCRIPTION AGREEMENT DATED JANUARY 21, 2021, BETWEEN THE REGISTRANT AND THE SP - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-5_alphahealth3.htm
EX-10.4 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, THE SPONSOR AND EACH DIRECTOR AND - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-4_alphahealth3.htm
EX-10.3 - FORM OF INDEMNITY AGREEMENT - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-3_alphahealth3.htm
EX-10.2 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND THE SPONSOR - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-2_alphahealth3.htm
EX-10.1 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex10-1_alphahealth3.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex4-4_alphahealth3.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex4-3_alphahealth3.htm
EX-4.2 - SPECIMEN COMMON STOCK CERTIFICATE - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex4-2_alphahealth3.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex4-1_alphahealth3.htm
EX-3.4 - BYLAWS - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex3-4_alphahealth3.htm
EX-3.3 - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex3-3_alphahealth3.htm
EX-3.2 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex3-2_alphahealth3.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021ex3-1_alphahealth3.htm
S-1 - REGISTRATION STATEMENT - ALPHA HEALTHCARE ACQUISITION CORP IIIfs12021_alphahealthcare3.htm

Exhibit 10.8

 

Alpha Healthcare Acquisition Corp. III

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

 

[●], 2021

 

Constellation Alpha Holdings LLC

1177 Avenue of the Americas, 5th Floor

New York, New York 10036

 

Re: Administrative Support Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Alpha Healthcare Acquisition Corp. III (the “Company”) and Constellation Alpha Holdings LLC (“Constellation”), 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”):

 

(i) Constellation shall make available, or cause to be made available, to the Company, at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036 (or any successor location of Constellation), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Constellation the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

 

(ii) Constellation hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.

 

 

[Signature Page Follows]

 

 

 

 

  Very truly yours,
   
  ALPHA HEALTHCARE ACQUISITION CORP. III
     
  By:  
  Name:
  Title:  

 

AGREED TO AND ACCEPTED BY:  
   
CONSTELLATION ALPHA HOLDINGS LLC  
     
By:    
Name:  
Title:    

 

 

[Signature Page to Administrative Support Agreement]