Exhibit
10.6


 


FORM
OF UNIT SUBSCRIPTION AGREEMENT


 


This
UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 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.


 


WHEREAS,
the Company desires to sell to the Subscriber on a private placement basis (the “Placement”) an aggregate of
455,000 units (the “Initial Units”) of the Company, and up to an additional 45,000 units (the “Additional
Units” and, together with the Initial Units, the “Units”) in the event that the underwriters’
45-day over-allotment option (“Over-Allotment Option”) is exercised in full or part, each Unit comprised of
one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”) and one-fourth
of one warrant, each whole warrant exercisable to purchase one share of Common Stock (“Warrant”), for a purchase
price of $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant
Shares”. The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred
to as the “Placement Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement
Warrants.” The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred
to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one share of Common Stock
at an exercise price of $11.50 during the period commencing 30 days following the consummation of the Company’s initial
business combination (the “Business Combination”), as such term is defined in the registration statement in
connection with the Company’s initial public offering of units (the “IPO”), as amended at the time it
becomes effective (the “Registration Statement”), and expiring on the fifth anniversary of the consummation
of the Business Combination; and


 


WHEREAS,
the Subscriber wishes to purchase the Initial Units and up to 45,000 Additional Units, and the Company wishes to accept such subscription
from the Subscriber.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:


 


 1. Agreement to Subscribe



 


1.1.
Purchase and Issuance of the Initial Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as
defined below) the Initial Units in consideration of the payment of the Purchase Price (as defined below). On the Initial Closing
Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect
such delivery in book-entry form.


 


1.2.
Purchase Price. The Subscriber shall pay $4,550,000 (the “Purchase Price”) by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust
Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust
Company, acting as trustee (“Continental”), one (1) business day prior to the date of effectiveness of the
Registration Statement.


 


1.3.
Initial Closing. The closing of the purchase and sale of 455,000 Initial Units shall take place simultaneously with the closing
of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Goodwin
Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York, 10018, or such other place as may be agreed upon
by the parties hereto.


 






     


     


    

 


1.4.
Purchase and Issuance of Additional Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Over-allotment Closing Date
(as defined below) up to an aggregate of 45,000 Additional Units in consideration of the payment of $10.00 per Additional Unit
for a purchase price of up to $450,000 and in the same proportion as the amount of the Over-Allotment Option is exercised. On
the Over-Allotment Closing Date (as defined below), the Company shall, at its option, deliver to the Subscriber the certificates
representing the Securities purchased or effect such delivery in book-entry form.


 


1.5.
Purchase Price. As payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00
per Additional Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably
acceptable to the Company, to the Trust Account on the date of the consummation of the closing of the over-allotment option, and
concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Company and the
Subscriber (each such date, an “Over-Allotment Closing Date”; together with the Initial Closing Date, the “Closing
Dates” and each, a “Closing Date”).


 


1.6.
Over-Allotment Closing. The Over-Allotment Closing Date shall take place at the offices of Goodwin Procter LLP, The New York Times
Building, 620 Eighth Avenue, New York, New York, 10018, or such other place as may be agreed upon by the parties hereto.


 


1.7
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Initial
Closing Date does not occur prior to December 31, 2021.


 


 2. Representations and Warranties of the Subscriber




 


The
Subscriber represents and warrants to the Company that:


 


2.1. No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the Company or the Placement of the Securities.


 


2.2. Accredited
Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the
sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited
investors” under the Securities Act and similar exemptions under state law.


 


2.3.
Intent. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account
(and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider
Letter”) to be entered into with respect to the Securities between, among others, the Subscriber and the Company,
as described in the Registration Statement), and not with a view to the distribution thereof and the Subscriber has no present
arrangement to sell the Securities to or through any person or entity except as may be permitted under the Insider Letter. The
Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4.
Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered
under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities,
such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement
filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities
Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities
Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding
the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in
Section 8 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made,
as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel
satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration,
the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described
in the Registration Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation
of the initial Business Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release
or waiver of any contractual transfer restrictions.


 






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2.5. Sophisticated
Investor.


 


(i) The
Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii)
The Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among
other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The
Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6. Independent
Investigation. The Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations and financial
condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers
and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such
other information concerning the Company as the Subscriber has requested. The Subscriber confirms that all documents that it has
requested have been made available and that the Subscriber has been supplied with all of the additional information concerning
this investment which the Subscriber has requested.


 


2.7
Organization and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of the
State of Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement.


 


2.8. Authority.
This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


 


2.9. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s charter documents,
(ii) any agreement or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.10. No
Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s own
legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement
and the other agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and advisors
and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11. Reliance
on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such
provisions.


 






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2.12. No
General Solicitation. The Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13. Legend. The
Subscriber acknowledges and agrees the certificates (if any) evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The
Company represents and warrants to, and agrees with, the Subscriber that:


 


3.1.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the
“Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred
Stock”). As of the date hereof, the Company has issued and outstanding 4,312,500 shares of Class B Common Stock (of
which up to 562,500 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common
Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly
issued, and are fully paid and non-assessable.


 


3.2.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”),
as the case may be, each of the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued,
fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the
Subscriber will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens,
claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant to the Insider Letter and (ii)
transfer restrictions under federal and state securities laws.


 


3.3. Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being
conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized
by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders
is required, and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy.


 


3.5. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule
or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other
than any SEC or state securities filings which may be required to be made by the Company subsequent to a Closing Date, and any
registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule
or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement
Shares, Placement Warrants or Warrant Shares in accordance with the terms hereof.


 






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4. Legends


 


4.1. Legend.
The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the
Subscriber in the name of the Subscriber. The certificates (if any) evidencing Securities will bear the following Legend and appropriate
“stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ALPHA HEALTHCARE
ACQUISITION CORP. III AND AHAC SPONSOR III LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 


4.2.
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and
agreements to comply with all applicable securities laws upon resale of the Securities.


 


4.3.
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the
Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an
effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration
requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter.


 


4.4.
Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscriber
and the Company, on or prior to the effective date of the Registration Statement. 


 


5. Waiver
of Liquidation Distributions.


 


In
connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest
or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i)
in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with
any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares
of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or
(iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public
shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to
stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock
in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such
shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company
fails to consummate the Business Combination.


 


6. Terms
of Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 






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7.
Rescission Right Waiver and Indemnification.


 


7.1.
The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there
be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with
respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have
a right to rescind its purchase of the Units. In order to facilitate the completion of the Placement and in order to protect the
Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests
of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right
to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges
and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees
the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims
or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’
and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending
against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind
the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 


7.2.
The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase
of the Units or any Claim that may arise now or in the future.


 


7.3.
The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this
Section 7.


 


7.4.
The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber
has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.


 


8. Terms
of the Units and Placement Warrants


 


8.1.
The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units
and component parts are subject to the transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will
be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber
(or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless”
basis if held by the Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units
and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and
will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant
to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is
available.


 


8.2
The Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described
in the Registration Statement.


 


9. Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state. The parties hereto hereby waive any right to a
jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.


 






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10. Assignment;
Entire Agreement; Amendment


 


10.1. Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the
Subscriber to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3.
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by all of the parties hereto.


 


10.4. Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. 


 


11. Notices


 


11.1
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner
herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other
recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided
for herein or such other address as either may designate for itself in such notice to the other. Communications shall be
deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day
courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days
after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by
electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting,
upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of
electronic transmission, when directed to the stockholder.


 


12. Counterparts


 


This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


13. Survival;
Severability


 


13.1. Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Dates.


 


13.2.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


14. Headings.


 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 	 
	 	ALPHA HEALTHCARE ACQUISITION CORP. III
	 	 	 
	 	By: 	 
	 	Name: 	Patrick A. Sturgeon
	 	Title: 	Chief Financial Officer
	 	 	 
	 	 	 
	 	SUBSCRIBER:
	 	 	 
	 	AHAC SPONSOR III LLC
	 	 	 
	 	By:	 
	 	Name: 	Rajiv Shukla
	 	Title: 	Managing Member



 


 


[Unit
Subscription Agreement with Sponsor]


 


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