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]