Amendment to Sponsor Support Agreement, dated as of February 17, 2022, by and among Healthcare Capital Sponsor LLC, Healthcare Capital Corp., Alpha Tau Medical Ltd. and the individuals named on the signature pages thereto
Exhibit 10.1
Execution Version
HEALTHCARE CAPITAL SPONSOR LLC
301 North Market Street
Suite 1414
Wilmington, DE 19801
February 17, 2022
| Healthcare Capital Corp. 301 North Market Street Suite 1414 Wilmington, DE 19801 Attention: William Johns, CEO Email: ***@***
| |
| Alpha Tau Medical Ltd. Kiryat HaMada St 5 Jerusalem, 9777605, Israel Attention: Uzi Sofer, CEO Email: ***@*** |
Re: Amendment to Sponsor Support Agreement
Ladies and Gentlemen:
Reference is made to that certain letter agreement, dated July 17, 2021 (the “Sponsor Support Agreement”), by and among, Healthcare Capital Corp., a Delaware corporation (“SPAC”), Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), 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 or management team (each, an “Insider” and collectively, the “Insiders”). Any term used but not defined in this letter agreement (this “Amendment”) will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement, in the Merger Agreement defined therein.
Section 13 of the Sponsor Support Agreement provides that it may only be changed, amended, modified or waived by a written instrument executed by SPAC, the Company and the other parties charged with such change, amendment, modification or waiver.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SPAC, the Company and the other parties charged with such change, amendment, modification or waiver hereby agree as follows:
| 1. | Amendments to Sponsor Support Agreement. The Sponsor Support Agreement shall be amended as follows: |
| (a) | Section 9 of the Sponsor Support Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
“The Sponsor hereby agrees that immediately prior to the Effective Time, the Sponsor shall automatically be deemed to irrevocably transfer to SPAC, surrender and forfeit (and the Sponsor shall take all actions necessary to effect such transfer, surrender and forfeiture) for no consideration, the Sponsor Equity set forth on Schedule B.”
| (b) | Schedule B of the Sponsor Support Agreement is hereby amended by deleting it in its entirety and replacing it the new Schedule B attached to this Amendment |
| 2. | Miscellaneous. |
| (a) | Except as expressly provided in this Amendment, all of the terms and provisions in the Sponsor Support Agreement are and shall remain unmodified and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Sponsor Support Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. |
| (b) | Any reference to the Sponsor Support Agreement in the Sponsor Support Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Sponsor Support Agreement, as amended by this Amendment (or as the Sponsor Support Agreement may be further amended or modified in accordance with the terms thereof). |
| (c) | Each of the parties hereto acknowledges and agrees that such party has full power and authority to enter into this Amendment and has been duly authorized to do so. The execution, delivery and performance of this Amendment will not conflict with or breach any other agreement to which any of the parties or their respective assets are bound. |
| (d) | The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Sponsor Support Agreement, including Sections 13-19 thereof. |
{Remainder of Page Intentionally Left Blank; Signature page follows}
2
Please indicate your agreement to the foregoing by signing in the space provided below.
HEALTHCARE CAPITAL SPONSOR LLC | ||
| By: | /s/ William Johns | |
| Name: | William Johns | |
| Title: | CFO | |
| INSIDERS | ||
| /s/ David Milch | ||
| David Milch | ||
| /s/ William Johns | ||
| William Johns | ||
| /s/ Philip Baseil | ||
| Philip A. Baseil | ||
| /s/ Peter Kash | ||
| Peter Kash | ||
| /s/ Bruce Roberts | ||
| Bruce E. Roberts | ||
[Signature Page to Amendment to Sponsor Support Agreement]
| Acknowledged and Agreed: | ||
| HEALTHCARE CAPITAL CORP. | ||
| By: | /s/ William Johns | |
| Name: | William Johns | |
| Title: | CEO | |
| Acknowledged and Agreed: | ||
| ALPHA TAU MEDICAL LTD. | ||
| By: | /s/ Uzi Sofer | |
| Name: | Uzi Sofer | |
| Title: | CEO | |
[Signature Page to Amendment to Sponsor Support Agreement]
Schedule B
Forfeited Equity
| Founder Shares | Private Placement Warrants | |
| 4,709,375 | 4,658,000 |
