Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


 


Alpha Healthcare Acquisition
Corp.


1177 Avenue of the Americas,
5th Floor


New York, NY 10036


 


This Subscription Agreement
(this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the
“Transaction”) between Alpha Healthcare Acquisition Corp., a Delaware corporation (“Alpha”),
and Humacyte, Inc., a Delaware corporation (the “Company”), pursuant to a merger agreement to be entered into
among Alpha, the Company, and the other parties thereto (the “Transaction Agreement”).


 


Alpha is seeking commitments
from interested investors to purchase shares of Alpha Class A common stock, par value $0.0001 per share (the “Shares”),
in a private placement (the “Private Placement”) for a purchase price of $10.00 per share (the “Per
Share Purchase Price”). The aggregate purchase price to be paid by the undersigned (the “Investor”)
for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.”
On or about the date of this Subscription Agreement, Alpha is entering into subscription agreements (the “Other Subscription
Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain
other investors (the “Other Investors” and together with the Investor, the “Investors”),
severally and not jointly, pursuant to which the Investors, severally and not jointly, have agreed to purchase on the closing date
of the Transaction, inclusive of the Shares subscribed for by the Investor, an aggregate amount of up to 17,500,000 Shares, at
a per share price equal to the Per Share Purchase Price.


 


In connection therewith,
and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
set forth herein, and intending to be legally bound hereby, each of the Investor and Alpha acknowledges and agrees as follows:


 


		1.	Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from Alpha
the number of Shares set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions
provided for herein. The Investor acknowledges and agrees that Alpha reserves the right to accept or reject the Investor’s
subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the
same shall be deemed to be accepted by Alpha only when this Subscription Agreement is signed by a duly authorized person by or
on behalf of Alpha; Alpha may do so in counterpart form. In the event of rejection of the
subscription by Alpha or the termination of this Subscription Agreement in accordance with the terms hereof, the Investor’s
payment hereunder will be returned promptly to the Investor along with this Subscription Agreement, and this Subscription Agreement
shall have no force or effect



 






     


     


    

 


		2.	Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”)
is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially
concurrently with and conditioned upon the effectiveness of the Transaction and concurrently with the Merger (as defined in the
Transaction Agreement). Upon (a) satisfaction or waiver (in writing by the person who has the authority to make such waiver) of
the conditions set forth in Section 3 of this Subscription Agreement and (b) delivery of written notice from (or on behalf
of) Alpha to the Investor (the “Closing Notice”), that Alpha reasonably expects all conditions to the closing
of the Transaction to be satisfied or waived (in writing by the person who has the authority to make such waiver) on a date that
is not less than five (5) Business Days (as defined below) from the date on which the Closing Notice is delivered to the Investor
(the “Closing Date”), the Investor shall deliver to Alpha, two (2) Business Days prior to the Closing Date specified
in the Closing Notice, the Subscription Amount by wire transfer of United States dollars in immediately available funds to the
account(s) specified by Alpha in the Closing Notice, such funds to be held by Alpha in escrow until the Closing. On the Closing
Date, Alpha shall issue the number of Shares to the Investor set forth on the signature page to this Subscription Agreement and
subsequently cause such Shares to be registered in book entry form in the name of the Investor (or its nominee in accordance with
its delivery instructions) on Alpha’s share register free and clear of any liens or other restrictions (other than those
arising under this Subscription Agreement or applicable securities laws); provided, however, that Alpha’s obligation
to issue the Shares to the Investor is contingent upon Alpha having received the Subscription Amount in full accordance with this
Section 2 of this Subscription Agreement. In the event that the consummation of the Transaction does not occur within two
(2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by
Alpha and the Investor, Alpha shall promptly (but in no event later than three (3) Business Days after the anticipated Closing
Date specified in the Closing Notice) return the funds so delivered by the Investor to Alpha by wire transfer in immediately available
funds to the account specified by the Investor, and any book entries shall be deemed cancelled. For purposes of this Subscription
Agreement, “Business Day” shall mean any day, other than a Saturday or Sunday, on which commercial banks in
New York, New York and Boston, Massachusetts are open for the general transaction of business.



 


		3.	Closing Conditions.



 


		a.	The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant
to this Subscription Agreement is subject to the following conditions:



 


		(i)	no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered
any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the
effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation
of the transactions contemplated hereby;



 






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		(ii)	the Shares shall have been approved for listing on the Nasdaq Capital Market; and



 


		(iii)	all conditions precedent to the closing of the Transaction under the Transaction Agreement shall
have been satisfied (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction
Agreement which, by their nature, are to be satisfied at the closing of the Transaction, including to the extent that any such
condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or
waived (in writing by the person who has the authority to make such waiver).



 


		b.	The obligation of Alpha to consummate the issuance and sale of the Shares pursuant to this Subscription
Agreement shall be subject to the condition that all representations and warranties of the Investor contained in this Subscription
Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality,
which representations and warranties shall be true in all respects), at and as of the Closing Date, and consummation of the Closing
shall constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of the Investor
contained in this Subscription Agreement as of the Closing Date.



 


		c.	The obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription
Agreement shall be subject to the condition that (i) all representations and warranties of Alpha contained in this Subscription
Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to
materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects)
at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Alpha of each of the representations
and warranties of Alpha contained in this Subscription Agreement as of the Closing Date; (ii) Alpha shall have performed, satisfied
and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to
be performed, satisfied or complied with by it at or prior to the Closing, (iii) the Shares shall not have been suspended, as of
the applicable Closing Date, by the U.S. Securities and Exchange Commission (the “SEC”) or The Nasdaq Stock
Market (“Nasdaq”) from trading on Nasdaq; and (iv) there shall have been no amendment, waiver or modification
to the Transaction Agreement that would reasonably be expected to materially and adversely affect the economic benefits that the
Investor would reasonably expect to receive under this Subscription Agreement without having received the Investor’s prior
written consent (not to be unreasonably withheld, conditioned or delayed).



 






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		4.	Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional
documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate
the Subscription as contemplated by this Subscription Agreement.



 


		5.	Alpha Representations and Warranties. Alpha represents and warrants to the Investor, as of the
date hereof and as of the Closing Date, that:



 


		a.	Alpha has been duly incorporated, validly existing and is in good standing under the laws of the
State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as presently
conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.



 


		b.	As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the
Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly
issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights
created under Alpha’s certificate of incorporation (as amended to the Closing Date) or under the General Corporation Law
of the State of Delaware.



 


		c.	This Subscription Agreement has been duly authorized, executed and delivered by Alpha and, assuming
that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable
against Alpha in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles
of equity, whether considered at law or equity.



 


		d.	The execution and delivery of this Subscription Agreement, the issuance and sale of the Shares
and the compliance by Alpha with all of the provisions of this Subscription Agreement and the consummation of the transactions
contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of Alpha or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease,
license or other agreement or instrument to which Alpha or any of its subsidiaries is a party or by which Alpha or any of its subsidiaries
is bound or to which any of the property or assets of Alpha is subject that would reasonably be expected to have a material adverse
effect on the business, financial condition or results of operations of Alpha and its subsidiaries, taken as a whole or materially
and adversely affect (A) the ability of Alpha to consummate the Transaction, (B) the validity of the Shares or (C) the legal authority
of Alpha to comply in all material respects with the terms of this Subscription Agreement (each, a “Material Adverse Effect”);
(ii) result in any violation of the provisions of the organizational documents of Alpha; or (iii) result in any violation of any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Alpha or any of their properties that would reasonably be expected to have a Material Adverse Effect or materially affect
the validity of the Shares or the legal authority of Alpha to comply in all material respects with this Subscription Agreement.



 






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		e.	Alpha is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory
organization (including Nasdaq) or other person in connection with the execution, delivery and performance of this Subscription
Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) notice filings required by applicable
state securities laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 7 of this Subscription
Agreement, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), if applicable, (iv) those required by Nasdaq, including with
respect to obtaining stockholder approval, (v) those required to consummate the Transaction as provided under the Transaction Agreement,
(vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii) those
the failure of which to obtain would not have a Material Adverse Effect. Assuming the accuracy of the Investor’s representations
and warranties set forth in Section 6 of this Subscription Agreement, no registration under the Securities Act or any state
securities (or Blue Sky) laws is required for the offer and sale of the Subscribed Shares by Alpha to the Investor.



 


		f.	As of their respective dates, all reports (the “SEC Reports”) required to be
filed by Alpha with SEC complied in all material respects with the applicable requirements of the Securities Act and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The financial statements of Alpha included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing
and fairly present in all material respects the financial condition of Alpha as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
A copy of each SEC Report is available to the Investor via the SEC’s EDGAR system. There are no outstanding or unresolved
comments in comment letters received by Alpha from the staff of the Division of Corporation Finance of the SEC with respect to
any of the SEC Reports.



 


		g.	Except for such matters as have not had and would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim, arbitration or other
proceeding, in each case by or before any governmental authority or arbitrator pending, or, to the knowledge of Alpha, threatened
against Alpha or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against
Alpha.



 






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		h.	As of the date of this Subscription Agreement, the authorized capital stock of Alpha consists of
(i) 100,000,000 Shares and (ii) 10,000,000 shares of Class B common stock par value $0.0001 per share (“Class B Shares”).
As of the date of this Subscription Agreement, (A) 10,355,000 Shares are issued and outstanding, (B) 2,500,000 Class B Shares are
issued and outstanding and (C) 5,177,500 warrants to purchase Shares of Alpha are issued and outstanding. All (1) issued and outstanding
Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and (2) outstanding
warrants have been duly authorized and validly issued. Except as set forth above and pursuant to the Other Subscription Agreements,
the Transaction Agreement and the other agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof,
there are no outstanding options, warrants (other than those referenced in the immediately preceding clause (C)) or other rights
to subscribe for, purchase or acquire from Alpha any Shares, Class B Shares or other equity interests in Alpha, or securities convertible
into or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which Alpha
is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Shares pursuant to
this Subscription Agreement or (ii) the shares to be issued pursuant to any Other Subscription Agreement. As of the date hereof,
Alpha has no subsidiaries, other than Merger Sub, and does not own, directly or indirectly, interests or investments (whether equity
or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements
or understandings to which Alpha is a party or by which it is bound relating to the voting of any securities of Alpha, other than
(1) as set forth in the SEC Reports and (2) as contemplated by the Transaction Agreement.



 


		i.	As of the date hereof, the issued and outstanding Shares are registered pursuant to Section 12(b)
of the Exchange Act and are listed for trading on the Nasdaq under the symbol “AHAC” (it being understood that the
trading symbol will be changed in connection with the Transaction). As of the date hereof, there is no suit, action, proceeding
or investigation pending or, to the knowledge of Alpha, threatened against Alpha by Nasdaq or the SEC, respectively, to prohibit
or terminate the listing of Alpha’s Shares on Nasdaq or to deregister the Shares under the Exchange Act. Alpha has taken
no action that is designed to terminate the registration of the Shares under the Exchange Act.



 


		j.	Alpha has not received any written communication from a governmental authority that alleges that
Alpha is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default
or violation would not reasonably be expected to have a Material Adverse Effect.



 






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		k.	Neither Alpha nor any person acting on its behalf has engaged or will engage in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed
Shares. The Subscribed Shares are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act or any state securities laws. Neither Alpha nor any person acting on Alpha’s behalf has, directly
or indirectly, at any time within the past six (6) months, made any offer or sale of any security or solicitation of any offer
to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation
D under the Securities Act in connection with the offer and sale by Alpha of the Subscribed Shares as contemplated hereby or (ii)
cause the offering of the Subscribed Shares pursuant to this Subscription Agreement to be integrated with prior offerings by Alpha
for purposes of the Securities Act or any applicable stockholder approval provisions. Neither Alpha nor any person acting on Alpha’s
behalf has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably
be expected to subject the offer, issuance or sale of the Subscribed Shares, as contemplated hereby, to the registration provisions
of the Securities Act.



 


		l.	No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to Alpha, except for a Disqualification Event as to which Rule
506(d)(2)(ii–iv) or (d)(3) is applicable.



 


		m.	Alpha is not under any obligation to pay any broker’s fee or commission in connection with
the sale of the Shares hereunder other than to the Placement Agents (as defined herein).



 


		n.	Alpha is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley
Act of 2002, as amended, and the rules and regulations thereunder.



 


		o.	The Shares eligible for clearing through The Depository Trust Company (the “DTC”),
through its Deposit/Withdrawal At Custodian (DWAC) system, and Alpha is eligible and participating in the Direct Registration System
(DRS) of DTC with respect to the Shares. Alpha’s transfer agent is a participant in DTC’s Fast Automated Securities
Transfer Program. The Shares are not, and have not been at any time, subject to any DTC “chill,” “freeze”
or similar restriction with respect to any DTC services, including the clearing of Shares through DTC.



 


		p.	Upon consummation of the Transaction, the issued and outstanding Shares will continue to be registered
pursuant to Section 12(b) of the Exchange Act and will be listed for trading on Nasdaq.



 


		q.	Alpha is not, and immediately after receipt of payment for the Subscribed Shares and consummation
of the Transaction, will not be, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.



 






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		r.	There has been no action taken by Alpha, or, to the knowledge of Alpha, any officer, director,
equityholder, manager, employee, agent or representative of Alpha, in each case, acting on behalf of Alpha, in violation of any
applicable Anti-Corruption Laws (as herein defined), (i) Alpha has not been convicted of violating any Anti-Corruption Laws or
subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) Alpha has
not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental
authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and
(iii) Alpha has not received any written notice or citation from a governmental authority for any actual or potential noncompliance
with any applicable Anti-Corruption Laws. As used herein, “Anti-Corruption Laws” means any applicable laws relating
to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and
any similar law that prohibits bribery or corruption.



 


		6.	Investor Representations and Warranties. The Investor represents and warrants to Alpha that:



 


		a.	The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act) or an individual or institutional “accredited investor” (within the meaning of Rule 501(a) under
the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) if an institution,
is an “institutional account” (as defined in FINRA Rule 4512(c)), (iii) is acquiring the Shares only for his, her or
its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for
one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power
and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account,
and (iv) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act (and shall provide the requested information set forth on Schedule A). The Investor is not an entity
formed for the specific purpose of acquiring the Shares.



 


		b.	The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving
any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities
Act. The Investor acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed
of by the Investor absent an effective registration statement under the Securities Act except (i) to Alpha or a subsidiary thereof,
(ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under
the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act,
and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of
the United States, and that any certificates representing the Shares shall contain a restrictive legend to such effect. The Investor
acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule
144 promulgated under the Securities Act until at least one year from the date that Alpha files a Current Report on Form 8-K following
the Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations. The Investor
acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or
disposition of any of the Shares.



 






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		c.	The Investor acknowledges and agrees that the Investor is purchasing the Shares from Alpha. The
Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor
by or on behalf of Alpha, the Company, any of their respective affiliates or any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than
those representations, warranties, covenants and agreements of Alpha expressly set forth in Section 5 of this Subscription
Agreement.



 


		d.	The Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt
prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the
Internal Revenue Code of 1986, as amended, or any applicable similar law.



 


		e.	The Investor acknowledges and agrees that the Investor has received such information as the Investor
deems necessary in order to make an investment decision with respect to the Shares, including, with respect to Alpha, the Transaction
and the business of the Company. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it
has reviewed the SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s),
if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and
such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the
Shares and that the Investor has independently made his, her or its own analysis and decision to invest in Alpha.



 


		f.	The Investor became aware of this offering of the Shares solely by means of direct contact between
the Investor and Alpha, the Company or a representative of Alpha or the Company, and the Shares were offered to the Investor solely
by direct contact between the Investor and Alpha, the Company or a representative of Alpha or the Company. The Investor did not
become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges
that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation
(including, without limitation, Alpha, the Company, Exos Securities LLC, a Delaware limited liability company (each, a “Placement
Agent” and together the “Placement Agents”), any of their respective affiliates or any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and
warranties of Alpha contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest
in Alpha.



 






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		g.	The Investor acknowledges that it is aware that there are substantial risks incident to the purchase
and ownership of the Shares, including those set forth in Alpha’s filings with the SEC. The Investor has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares,
and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed
investment decision. The Investor will not look to the Placement Agent for all or part of any such loss or losses the Investor
may suffer and is able to sustain a complete loss on its investment in the Shares.



 


		h.	Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully
considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and
that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s
investment in Alpha. The Investor acknowledges specifically that a possibility of total loss exists.



 


		i.	The Investor acknowledges that the Placement Agent: (i) has not provided the Investor with any
information or advice with respect to the Shares, (ii) has not made and do not make any representation, express or implied as to
Alpha, the Company, the Company’s credit quality, the Shares or the Investor’s purchase of the Shares, (iii) has not
acted as the Investor’s financial advisor or fiduciary in connection with the issue and purchase of Shares, (iv) may have
acquired, or during the term of the Shares may acquire, non-public information with respect to the Company or Alpha, which the
Investor agrees need not be provided to it, and (v) may have existing or future business relationships with Alpha and the Company
(including, but not limited to, lending, depository, risk management, advisory and banking relationships) and will pursue actions
and take steps that it deems or it deems necessary or appropriate to protect its or their interests arising therefrom without regard
to the consequences for a holder of Shares, and that certain of these actions may have material and adverse consequences for a
holder of Shares.



 


		j.	The Investor acknowledges that it has not relied on the Placement Agent in connection with its
determination as to the legality of its acquisition of the Shares or as to the other matters referred to herein and the Investor
has not relied on any investigation that the Placement Agent, any of their affiliates or any person acting on their behalf have
conducted with respect to the Shares, Alpha or the Company. The Investor further acknowledges that it has not relied on any information
contained in any research reports or other materials prepared by the Placement Agent or any of their affiliates.



 






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		k.	The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed
the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.



 


		l.	If the Investor is not an individual, the Investor has been duly formed or incorporated and is
validly existing and in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority
to enter into, deliver and perform its obligations under this Subscription Agreement.



 


		m.	The execution, delivery and performance by the Investor of this Subscription Agreement are within
the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict
with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement
or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the investor is not an individual,
will not violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation
or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the
Investor on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has the legal competence
and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the
same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the
Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.



 


		n.	The Investor is not (i) a person or entity named on the List of Specially Designated Nationals
and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”),
or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.
The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law; provided,
that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy
Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001, and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably
designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures
reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent
required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by
the Investor and used to purchase the Shares were legally derived.



 






    11 


     


    

 


		o.	No disclosure or offering document has been prepared by the Placement Agent in connection with
the offer and sale of the Shares.



 


		p.	When required to deliver payment to Alpha pursuant to Section 2 of this Subscription Agreement,
will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this
Subscription Agreement.



 


		7.	Registration Rights



 


		a.	Alpha agrees that, within 30 calendar
days after the consummation of the Transaction (the “Filing Deadline”), it will file with the SEC (at its sole
cost and expense) a registration statement registering the resale of such Shares (the “Registration Statement”),
and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of (1) the 60th calendar day after the consummation of the Transaction
(or 90th calendar day if the SEC notifies (orally or in writing) Alpha that it will “review” the Registration
Statement) and (2) the fifth (5th) Business Day after the date Alpha is notified in writing by the SEC that the Registration
Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Date”).
Alpha shall provide a draft of the Registration Statement to the Investor for review at least four (4) Business Days in advance
of the date of filing the Registration Statement with the SEC (the “Filing Date”), and the Investor shall provide
any comments on the Registration Statement to Alpha no later than the day immediately preceding the Filing Date. Alpha shall promptly
notify the Investor of the effectiveness of the Registration Statement. Alpha agrees to cause such Registration Statement, or
another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective,
except for such times as Alpha is permitted hereunder to suspend the use of the prospectus forming part of the Registration Statement,
until the earliest of (i) the second anniversary of the Closing; (ii) the date on which the Investor ceases to hold any Shares
issued pursuant to this Subscription Agreement, or (ii) on the first date on which the Investor can sell all of its Shares issued
pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without
volume or manner of sale limitations and without the requirement for Alpha to be in compliance with the current public information
required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable). 



 






    12 


     


    

 


	 	 	The Investor agrees to disclose its beneficial ownership as determined in accordance with Rule 13d-3
of the Exchange Act to Alpha upon request to assist it in making the determination described above. In no event shall the Investor
be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the
SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an
opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents Alpha from
including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of
Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement
shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such
event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced
pro rata among all such selling shareholders. Alpha’s obligations to include the Shares issued pursuant to this Subscription
Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing
in writing to Alpha such information regarding the Investor, the securities of Alpha held by the Investor and the intended method
of disposition of such Shares as shall be reasonably requested by Alpha to effect the registration of such Shares, and shall execute
such documents in connection with such registration as Alpha may reasonably request that are customary of a selling stockholder
in similar situations. For purposes of clarification, any failure by Alpha to file the Registration Statement by the Filing Deadline
or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve Alpha of its obligations to file
or effect the Registration Statement set forth in this Section 7 of this Subscription Agreement. For as long as the Registration
Statement shall remain effective pursuant to this Section 7(a) of this Subscription Agreement, Alpha will use commercially
reasonable efforts to (1) qualify the Shares for listing on the Nasdaq, and (2) update or amend the Registration Statement as necessary
to include the Shares. For as long as the Investor holds the Shares, Alpha will use commercially reasonable efforts to (A) make
and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports
and other documents with the SEC required under the Exchange Act, as long as Alpha remains subject to such requirements, and (C)
provide all customary and reasonable cooperation necessary, in each case, to enable the undersigned to resell the Shares pursuant
to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor),
as applicable



 


		b.	Notwithstanding anything to the contrary contained herein, Alpha may delay or postpone filing of
such Registration Statement, and from time to time require the Investor not to sell under the Registration Statement or suspend
the use or effectiveness of any such Registration Statement, if the board of directors of Alpha determines in good faith that either
in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed,
or if such filing or use could materially affect a bona fide business or financing transaction of Alpha or would require premature
disclosure of information that could materially adversely affect Alpha (each such circumstance, a “Suspension Event”);
provided, that, (i) Alpha shall not so delay filing or so suspend the use of the Registration Statement on more than two
occasions or for a period of more than 45 consecutive days or more than a total of 60 calendar days, in each case in any 360-day
period and (ii) Alpha shall use commercially reasonable efforts to make such Registration Statement available for the sale by the
undersigned of such securities as soon as practicable thereafter. If so directed by Alpha, the Investor will deliver to Alpha or,
in the Investor’s sole discretion destroy, all copies of the prospectus covering the Shares in the Investor’s possession;
provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply
(i) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or
regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically
on archival servers as a result of automatic data back-up.



 






    13 


     


    

 


		c.	At its expense Alpha shall advise the Investor within two (2) Business Days: (i) when a Registration
Statement or any post-effective amendment thereto has become effective; (ii) of the issuance by the SEC of any stop order suspending
the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by
Alpha of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement,
of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as
of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were
made) not misleading. Upon receipt of any written notice from Alpha (which notice shall not contain any material non-public information
regarding Alpha) of the happening of any of the foregoing or of a Suspension Event during the period that the Registration Statement
is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the undersigned agrees
that (1) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance
of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which
Alpha agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any
post-effective amendment has become effective or unless otherwise notified by Alpha that it may resume such offers and sales, and
(2) it will maintain the confidentiality of any information included in such written notice delivered by Alpha except (A) for disclosure
to the Investor’s employees, agents and professional advisers who need to know such information and are obligated to keep
it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners
who have agreed to keep such information confidential and (C) as required by law or subpoena. Alpha shall use its commercially
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as
reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (iv) above, except for such times
as Alpha is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement,
Alpha shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to
such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter
delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.



 






    14 


     


    

 


		d.	For purposes of this Section 7 of this Subscription Agreement, (i) “Shares”
shall mean, as of any date of determination, the Shares acquired by the Investor pursuant to this Subscription Agreement and any
other equity security issued or issuable with respect to such Shares by way of stock split, dividend, distribution, recapitalization,
merger, exchange, replacement or similar event, and (ii) “Investor” shall include any affiliate of the undersigned
Investor to which the rights under this Section 7 of this Subscription Agreement have been duly assigned.



 


		8.	Termination. This Subscription Agreement shall terminate and be void and of no further force and
effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any
party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance
with its terms, (b) upon the mutual written agreement of each of the parties hereto and Alpha to terminate this Subscription Agreement,
(c) Alpha’s notification to the Investor in writing that it has, with the written consent of the Company, abandoned its plans
to move forward with the Transaction and/or terminated the Investor’s obligations with respect to the Subscription without
the delivery of the Shares having occurred, (d) the Termination Date (as defined in the Transaction Agreement), if the Closing
has not occurred by such date, or (e) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement
are not satisfied or waived (in writing by the person who has the authority to make such waiver), or are not capable of being satisfied,
on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and
are not consummated at the Closing (the termination events described in the immediately preceding clauses (a) through (e), collectively,
the “Termination Events”); provided, that nothing herein will relieve any party from liability for any
willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from any such willful breach. Alpha shall notify the Investor of the termination
of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this
Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to Alpha in connection herewith
shall promptly (and in any event within one (1) Business Day) following the Termination Event be returned to the Investor.



 






    15 


     


    

 


		9.	Trust Account Waiver. The Investor hereby acknowledges that Alpha has established a trust account
(the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”)
and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon)
for the benefit of Alpha’s public stockholders and certain other parties (including the underwriters of the IPO). For and
in consideration of Alpha entering into this Subscription Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Investor hereby agrees that it does not now and shall not at any time hereafter
have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim
against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to
this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or
any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”).
The Investor hereby irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a
result of, or arising out of, any discussions, contracts or agreements with Alpha and will not seek recourse against the Trust
Account for any reason whatsoever; provided, however, that nothing in this Section 9 of this Subscription
Agreement shall be deemed to limit the Investor’s right to distributions from the Trust Account in accordance with Alpha’s
certificate of incorporation in respect of any redemptions by the Investor in respect of Shares acquired by any means other than
pursuant to this Subscription Agreement.



 


		10.	Miscellaneous.



 


		a.	Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other
than the Shares acquired hereunder, if any) may be transferred or assigned other than an assignment to any fund or account managed
by the same investment manager as the Investor or an affiliate thereof.



 


		b.	Alpha may request from the Investor such additional information as Alpha may deem necessary to
register the resale of the Shares and evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly
provide such information as may reasonably be requested; provided, that Alpha agrees to keep any such information provided
by the Investor confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent
such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency
or under the regulations of Nasdaq. The Investor acknowledges that Alpha may file a copy of this Subscription Agreement with the
SEC as an exhibit to a periodic report or a registration statement of Alpha.



 


		c.	The Investor acknowledges that Alpha, the Company, the Placement Agent and others will rely on
the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior
to the Closing, the Investor agrees to promptly notify Alpha and the Company if any of the acknowledgments, understandings, agreements,
representations and warranties set forth in Section 6 of this Subscription Agreement are no longer accurate. The Investor
acknowledges and agrees that each purchase by the Investor of Shares from Alpha will constitute a reaffirmation of the acknowledgments,
understandings, agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time
of such purchase.



 






    16 


     


    

 


		d.	Alpha, the Company and the Placement Agent are each entitled to rely upon this Subscription Agreement
and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing
clause of this Section 10(d) of this Subscription Agreement shall not give Alpha any rights other than those expressly set
forth herein and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company
be entitled to rely on any of the representations and warranties of Alpha set forth in this Subscription Agreement.



 


		e.	All of the agreements, representations and warranties made by each party hereto in this Subscription
Agreement shall survive the Closing.



 


		f.	This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the
terms of Section 8 of this Subscription Agreement) except by an instrument in writing, signed by each of the parties hereto,
provided, however, that no modification or waiver by Alpha of the provisions of this Subscription Agreement shall
be effective without the prior written consent of Alpha (other than modifications or waivers that are solely ministerial in nature
or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement or the Transaction
Agreement). No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they
would otherwise have hereunder.



 


		g.	This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and
supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties,
with respect to the subject matter hereof. Except as set forth in the last sentence of Section 10(k) of this Subscription
Agreement with respect to the persons specifically referenced therein, this Subscription Agreement shall not confer any rights
or remedies upon any person other than the parties hereto, and their respective successor and assigns, and the parties hereto acknowledge
that such persons so referenced are third party beneficiaries of this Subscription Agreement for the purposes of, and to the extent
of, the rights granted to them, if any, pursuant to the applicable provisions.



 






    17 


     


    

 


		h.	Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure
to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted
assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be
made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.



 


		i.	If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction
to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription
Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.



 


		j.	This Subscription Agreement may be executed in one or more counterparts (including by facsimile
or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto
had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and
the same agreement.



 


		k.	The parties hereto acknowledge and agree that irreparable damage would occur in the event that
any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties may be entitled to an injunction or injunctions to prevent breaches of this
Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and
provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in
equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically
enforce the Investor’s obligations to fund the Subscription Amount and the provisions of the Subscription Agreement of which
the Company is an express third-party beneficiary, in each case, on the terms and subject to the conditions set forth herein.



 


		l.	This Subscription Agreement shall be governed by and construed in accordance with the laws of the
State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding,
hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction,
effect, performance and remedies.



 






    18 


     


    

 


		m.	THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND
IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT
OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT
OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS
SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE
THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL
COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT
MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN
THE MANNER PROVIDED IN THIS SECTION 10(M) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY
LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES
THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(M) OF THIS SUBSCRIPTION AGREEMENT.



 






    19 


     


    

 


		11.	Disclosure. Alpha shall, by 9:00 a.m., New York City time, on the first (1st) Business
Day immediately following the date of this Subscription Agreement, issue one or more press releases and file with the SEC a Current
Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions
contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, non-public information that
Alpha has provided to the Investor at any time prior to the filing of the Disclosure Document and including as exhibits to the
Disclosure Document, the form of this Subscription Agreement and the Other Subscription Agreement (in each case, without redaction)
.. Upon the issuance of the Disclosure Document, to the actual knowledge of Alpha, the Investor shall not be in possession of any
material, non-public information received from Alpha or any of its officers, directors, or employees or agents, and the Investor
shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral,
with Alpha or any of its affiliates, relating to the transactions contemplated by this Subscription Agreement. No later than 9:00
a.m., New York City time, on the fourth (4th) Business Day following the earlier to occur of the Closing Date or the termination
of the Transaction Agreement, Alpha shall file with the SEC a Current Report on Form 8-K (the “Super 8-K”) disclosing
the requisite Form 10 information (within the meaning of Rule 144), the consummation of the transactions contemplated hereby, the
Transaction and the transactions contemplated by this Subscription Agreement, the Other Subscription Agreements and the Transaction
Agreement, or if applicable, the termination of the Transaction Agreement, and, in each case, any other material, nonpublic information
that Alpha has provided or made available to the Investor or any of the Investor’s affiliates, attorneys, agents or representatives
at any time prior to the filing of the Super 8-K with respect to the Targets, the Transaction and the transactions contemplated
by this Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement, and which then continues to constitute
material, nonpublic information. Notwithstanding anything in this Subscription Agreement to the contrary, Alpha shall not publicly
disclose the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates
or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written
consent of the Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory
authorities, (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency
or under the regulations of any national securities exchange on which Alpha’ securities are listed for trading or (iii) to
the extent such announcements or other communications contain only information previously disclosed in a public statement, press
release or other communication previously approved in accordance with this Section 11 of this Subscription Agreement. Alpha
shall provide the Investor with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult
with the Investor regarding such disclosure.



 






    20 


     


    

 


		12.	As applicable, for ease of administration, this single Subscription Agreement is being executed
so as to enable the Investor identified on the signature page to enter into a Subscription Agreement, severally, but not jointly.
The parties agree that (i) the Subscription Agreement shall be treated as if it were a separate agreement with respect to the Investor
listed on the signature page and the Other Investors, as if each of the Investors had executed a separate Subscription Agreement
naming only itself as subscriber, and (ii) the Investor listed on the signature page shall not have any liability under the Subscription
Agreement for the obligations of any Other Investor so listed. In addition, the obligations of the Investors under this Subscription
Agreement are several and not joint with the obligations of any Other Investor or any other investor under the Other Subscription
Agreements, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under
this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription Agreements. Nothing contained
herein or in any Other Subscription Agreement, and no action taken by the Investor or Other Investor or other investor pursuant
hereto or thereto, shall be deemed to constitute the Investor and any Other Investors or other investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investor and any Other Investors or other investors
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription
Agreement and the Other Subscription Agreements. The Investor shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other
Investor to be joined as an additional party in any proceeding for such purpose.



 


		13.	This Subscription Agreement may not be amended, modified or waived except by an instrument in writing,
signed by each of the parties hereto.



 


		14.	Subscriber will promptly provide any information reasonably requested by Alpha for any regulatory
application or filing made or approval sought in connection with the Transaction (including filings with the SEC).



 


[SIGNATURE PAGES FOLLOW]


 




    21 


     


    

 


IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the
date set forth below.


 


	Name of Investor:	State/Country of Formation or Domicile:
	 	 
	By:	          	 
	Name: 	 	 
	Title:	 	 


 


Name in which Shares are to
be registered (if Date: __________, 2021 different)


 


	Investor’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State Zip:
	 	 	 
	Attn: ________________________	 	Attn: ________________________
	 	 	 
	Telephone No.:	 	Telephone No.:
	 	 	 
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $10.00


 


You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by Alpha in the Closing
Notice.


 




    22 


     


    

 


IN WITNESS WHEREOF,
Alpha has accepted this Subscription Agreement as of the date set forth below.


 


	 	ALPHA HEALTHCARE ACQUISITION CORP.
	 	 
	 	By:	          
	 	Name:
	 	Title:


 


Date: 2021


 




    23 


     


    

 


SCHEDULE
A


 


ELIGIBILITY
REPRESENTATIONS OF THE INVESTOR


 


	A.	QUALIFIED
INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		☐	We
are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	INSTITUTIONAL
                                         ACCREDITED INVESTOR STATUS

                                         (Please check the applicable subparagraphs):



 


		1.	☐
We are an “accredited investor” (within
the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within
the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box below indicating the provision
under which we qualify as an “accredited investor.”



 


		2.	☐
                                                                                                                                                                                                                                     We are not a natural person.



 


Rule
501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below
listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale
of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s)
below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”


 


☐ Any
bank, registered broker or dealer, registered investment adviser, insurance company, registered investment company, business development
company, or small business investment company;


 


☐ Any
plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


☐Any
employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company,
or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;


 


☐Any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership
or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess
of $5,000,000;


 


☐Any
trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or


 


		☐	Any
entity in which all of the equity owners are accredited investors meeting one or more of the above tests.



 






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		C.	INSTITUTIONAL
                                         ACCOUNT STATUS

                                         (Please check the applicable subparagraphs):



 


		☐	We
are an “institutional account” (as defined in FINRA Rule 4512(c)).



 


	D.	INDIVIDUAL
ACCOUNT STATUS



 


☐ I
am an individual “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), and have
marked and initialed the appropriate box below indicating the provision under which I qualify as an “accredited
investor.”


 


Rule
501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below
listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale
of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s)
below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”


 


☐ The Investor is
a natural person (or a 401(k)/IRA investor directed by and for the benefit of a single natural person) whose net worth,
either individually or jointly with the person’s spouse or spousal equivalent, at of the date of this Subscription
Agreement, exceeds US$1,000,000.


 


☐ The Investor is
a natural person (or a 401(k)/IRA investor directed by and for the benefit of a single natural person) who had individual income
in excess of US$200,000, or joint income with the person’s spouse or spousal equivalent in excess of US$300,000, in each
of the previous two calendar years and reasonably expects to reach the same income level in the current calendar year.


 


In
calculating the Investor’s net worth: (i) the Investor’s primary residence may not be included as an asset; (ii) indebtedness
that is secured by the Investor’s primary residence, up to the estimated fair market value of the primary residence as of
the date of this Subscription Agreement, may not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition
of the primary residence, the amount of such excess must be included as a liability); and (iii) indebtedness that is secured by
the Investor’s primary residence in excess of the estimated fair market value of the primary residence as of the date of
this Subscription Agreement must be included as a liability. In calculating the Investor’s joint net worth with the Investor’s
spouse or spousal equivalent, the Investor’s spouse’s primary residence (if different from the Investor’s own)
and indebtedness secured by such primary residence should be treated in a similar fashion.


 


This
page should be completed by the Investor and constitutes a part of the Subscription Agreement.


 


 


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