Exhibit 10.1


 


Execution Version


HEALTHCARE CAPITAL SPONSOR LLC


301 North Market Street


Suite 1414


Wilmington, DE 19801


 


February 17, 2022


	
    Healthcare Capital Corp.

    301 North Market Street

    Suite 1414

    Wilmington, DE 19801

    Attention: William Johns, CEO

    Email: wjohns@healthccc.com

     
	 
	
    Alpha Tau Medical Ltd.

    Kiryat HaMada St 5

    Jerusalem, 9777605, Israel

    Attention: Uzi Sofer, CEO

    Email: uzi@alphataumedical.com
	 


 


Re: Amendment to Sponsor Support Agreement


 


Ladies and Gentlemen:


 


Reference is made to that
certain letter agreement, dated July 17, 2021 (the “Sponsor Support Agreement”), by and among, Healthcare Capital
Corp., a Delaware corporation (“SPAC”), Alpha Tau Medical Ltd., a company organized under the laws of the State
of Israel (the “Company”), Healthcare Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”)
and the undersigned individuals, each of whom is a member of SPAC’s board of directors or management team (each, an “Insider”
and collectively, the “Insiders”). Any term used but not defined in this letter agreement (this “Amendment”)
will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement,
in the Merger Agreement defined therein.


 


Section 13 of the Sponsor
Support Agreement provides that it may only be changed, amended, modified or waived by a written instrument executed by SPAC, the Company
and the other parties charged with such change, amendment, modification or waiver.


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, SPAC, the Company and the other parties charged
with such change, amendment, modification or waiver hereby agree as follows:


 


		1.	Amendments to Sponsor Support Agreement. The Sponsor Support Agreement shall be amended as follows:



 


		(a)	Section 9 of the Sponsor Support Agreement is hereby amended
by deleting it in its entirety and replacing it with the following:



 


“The Sponsor hereby agrees that immediately prior to
the Effective Time, the Sponsor shall automatically be deemed to irrevocably transfer to SPAC, surrender and forfeit (and the Sponsor
shall take all actions necessary to effect such transfer, surrender and forfeiture) for no consideration, the Sponsor Equity set forth
on Schedule B.”


 






     


     


    

 


		(b)	Schedule B of the Sponsor Support Agreement is hereby amended
by deleting it in its entirety and replacing it the new Schedule B attached to this Amendment



 


		2.	Miscellaneous. 



 


		(a)	Except as expressly provided in this Amendment, all of the terms and provisions in the Sponsor Support
Agreement are and shall remain unmodified and in full force and effect, on the terms and subject to the conditions set forth therein.
This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Sponsor Support Agreement,
or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein.



 


		(b)	Any reference to the Sponsor Support Agreement in the Sponsor Support Agreement or any other agreement,
document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Sponsor Support Agreement,
as amended by this Amendment (or as the Sponsor Support Agreement may be further amended or modified in accordance with the terms thereof).



 


		(c)	Each of the parties hereto acknowledges and agrees that such party has full power and authority to enter
into this Amendment and has been duly authorized to do so. The execution, delivery and performance of this Amendment will not conflict
with or breach any other agreement to which any of the parties or their respective assets are bound.



 


		(d)	The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent
with the provisions of the Sponsor Support Agreement, including Sections 13-19 thereof.



 


{Remainder of Page Intentionally Left Blank;
Signature page follows}


 




    2


     


    

 


Please indicate your agreement to the foregoing
by signing in the space provided below.


 


	 	HEALTHCARE CAPITAL SPONSOR LLC 



	 	 	 
	 	By:	/s/ William Johns
	 	Name: 	William Johns
	 	Title: 	CFO
	 	 	 
	 	INSIDERS 
	 	 	 
	 	/s/ David Milch
	 	David Milch 
	 	 	 
	 	/s/ William Johns
	 	William Johns
	 	 	 
	 	/s/ Philip Baseil
	 	Philip A. Baseil
	 	 	 
	 	/s/ Peter Kash
	 	Peter Kash
	 	 	 
	 	/s/ Bruce Roberts
	 	Bruce E. Roberts


 


[Signature Page to Amendment to Sponsor Support
Agreement]


 




     


     


    

 


	Acknowledged and Agreed:	 
	 	 	 
	HEALTHCARE CAPITAL CORP.	 
	 	                     	 
	By:	/s/ William Johns	 
	Name: 	William Johns	 
	Title: 	CEO	 
	 	 	 
	Acknowledged and Agreed:	 
	 	 	 
	ALPHA TAU MEDICAL LTD.	 
	 	 	 
	By:	/s/ Uzi Sofer	 
	Name: 	Uzi Sofer	 
	Title: 	CEO	 


 


[Signature Page to Amendment to Sponsor Support
Agreement]


 




     


     


    

 


Schedule B


 


Forfeited Equity


 


	Founder Shares	 	Private Placement Warrants
	4,709,375	 	4,658,000