Exhibit 10.1





[●], 2021


Sieger Healthcare Acquisition Corp


 


20 Collyer Quay

#01-02 Singapore (049319)

Singapore


(65) 8892-9379





 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered
into by and among Sieger Healthcare Acquisition Corp, a Cayman Islands exempted company (the “Company”), Piper
Sandler & Co., as the representative of the underwriter (the “Representative”), relating to an underwritten
initial public offering (the “Public Offering”) of 8,625,000 of the Company’s units (including up to
1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one
of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-third
of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ. Certain capitalized
terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Representative to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Sieger Healthcare LLC, a Cayman Islands limited liability company (the
 “Sponsor”), and each of the undersigned individuals, each of whom is a member of the Company’s board
of directors (the “Board”) and/or management team and/or Senior Advisor (each, an
 “Insider” and collectively, the “Insiders”), hereby agrees, jointly and
severally, with the Company as follows:


 


1. The Sponsor and each Insider agrees with the Company that if the
Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it,
he or she shall (i) vote any shares of Shares owned by it, him or her in favor of the proposed Business Combination (including any
proposals recommended by the Board in connection with such Business Combination) and (ii) not redeem any Shares owned by it, him
or her in connection with such shareholder approval.


 


2. The Sponsor and each Insider hereby agrees that in the event that
the Company fails to consummate a Business Combination within the period of time set forth in the Company’s amended and restated
memorandum and articles of association, as the same may be further amended, supplemented or otherwise modified from time to time, , or
such later period approved by the Company’s shareholders in accordance with the Company’s second amended and restated memorandum
and articles of association, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”)
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (less up to $75,000 of interest
to pay dissolution expenses), including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay the Company’s taxes, divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree to not propose any amendment to the
Company’s second amended and restated memorandum and articles of association (i) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if
the Company does not complete a Business Combination within the period of time set forth in the Company’s amended and restated
memorandum and articles of association, as the same may be further amended, supplemented or otherwise modified from time to time, or
(ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, unless the
Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, divided by the number
of then outstanding Offering Shares.


 






    1


    


    

 


The Sponsor and each Insider acknowledges that it, he or she has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result
of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further
waive, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with (x) the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote
to approve such Business Combination or in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a
shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (i) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within the period of time set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be further amended, supplemented or otherwise modified from
time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity
(although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect
to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth therein).


 


3. During the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree
to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited
to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him
or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into,
or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i)
or (ii). Each of the Sponsor and the Insiders acknowledges and agrees that, prior to the effective date of any release or waiver, of
the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press
release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in
writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in
effect at the time of the transfer.


 






    2


    


    

 


4. In the event of the liquidation of the Trust Account upon the failure
of the Company to consummate its Initial Business Combination within the time period set forth in the Company’s second amended
and restated memorandum and articles of association, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members, managers, or any other affiliates of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the
Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent accountants)
for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has discussed
entering, or entered, into a letter of intent, confidentiality or other similar agreement for a Business Combination (a “Target”);
provided, however, with respect to claims described in (i) and (ii) above, that such indemnification of the Company by the Sponsor
shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s
independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to
below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account due to reductions in
the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned
on the property in the Trust Account which may be withdrawn to pay taxes. Such liability will not apply to any claims by a third party
(including a Target) who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims
under the Company’s indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act of
1933, as amended, pursuant to the Underwriting Agreement. In the event that any such executed waiver is deemed to be unenforceable against
such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall
have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days
following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake
such defense. For the avoidance of doubt, none of the Company’s officers or directors will indemnify the Company for claims by
third parties, including, without limitation, claims by vendors and prospective Targets.


 


5. To the extent that the Underwriter do not exercise their
over-allotment option to purchase up to an additional 1,125,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsor, the chief executive officer and the chief financial officer named in the Prospectus
agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to the product of 281,250 multiplied by a fraction,
(i) the numerator of which is 1,125,000 minus the number of Units purchased by the Underwriter upon the exercise of their
over-allotment option, and (ii) the denominator of which is 1,125,000. All references in this Letter Agreement to Shares of the
Company being forfeited shall take effect as surrenders for no consideration of such Shares as a matter of Cayman Islands law. The
forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter so that the
number of Founder Shares will equal an aggregate of 20.0% of the sum of the Company’s issued and outstanding Shares upon the
consummation of the Public Offering plus 1,500,000 Class A ordinary shares of the Company to be sold pursuant to the forward
purchase agreements.


 


Prior to the Public Offering, the Company entered into forward purchase
agreements pursuant to which certain investors (the “Forward Purchasers”) agreed to subscribe for an aggregate of 1,500,000
Class A ordinary shares plus 500,000 redeemable warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary
shares, or $15,000,000 in the aggregate, in a private placement to close concurrently with the closing of the initial Business Combination.
In connection with entering into these agreements, the Sponsor was issued an aggregate of 375,000 Founder Shares and transferred to the
Forward Purchasers an aggregate of 150,000 of such Founder Shares for no cash consideration. To the extent that the Forward Purchasers
fail to close on their obligation to purchase forward purchase securities at the time of the initial Business Combination, the Sponsor
agrees that it shall forfeit, at no cost, the incremental 225,000 shares or such lesser number of shares in order to maintain the 20.0%
ratio of the Class B ordinary shares (prior to giving effect to their conversion at closing of the initial Business Combination) against
the total number of the Company’s issued and outstanding Shares after the Public Offering.


 


6. The Sponsor and each Insider hereby agrees and acknowledges that:
(i) the Underwriter and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its,
his or her obligations under paragraphs 1, 2, 3, 4, 5,7(a), 7(b), and 9 of this Letter Agreement (ii) monetary damages may not be
an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.


 






    3


    


    

 


7. (a) The Sponsor and each Insider agree that it, he or she
shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after
the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the
last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share
exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agree that it, he or she shall not
Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants) until
30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs 7(a) and
(b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares issued or issuable upon the exercise or conversion
of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees
(that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or
family members of any of the Company’s officers or directors, any members of the Sponsor, or any of their respective affiliates;
(b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of
which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of
a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) to a nominee or
custodian holding securities on behalf of a beneficial owner to whom a disposition or transfer would be permissible under clauses (a) through
(e) above; (g) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (h) by
virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
and (i) in the event of the Company’s liquidation, merger, share exchange, reorganization or other similar transaction which
results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through
(f), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the restrictions in this
Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


8. The Sponsor and each Insider represent and warrant that it, he
or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company
(including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information
with respect to the Insider’s background. The Sponsor’s and each Insider’s questionnaire furnished to the Company,
if any, is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in or expressly contemplated by the Prospectus,
neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate the consummation of a Business Combination
(regardless of the type of transaction that it is).


 


10. The Sponsor and each Insider have full right and power, without
violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the
board of directors of the Company and hereby consents to being named in the Prospectus, road show and any other materials as the Sponsor,
an officer and/or a director of the Company, as applicable.


 






    4


    


    

 


11. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Shares” shall mean,
collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000
shares of the Company’s Class B ordinary shares, par value $0.0001 per share, initially issued to the Sponsor (718,750
Shares of which were surrendered in November, 2021 and 375,000 Shares of which were issued by the Company in November 2021)
initially held by the Sponsor; (iv) “Private Placement Warrants” shall mean the warrants to purchase up to
2,833,333 Ordinary Shares of the Company (or 2,983,333 Ordinary Shares if the over-allotment option is exercised in full) that the
Sponsor has agreed to purchase for an aggregate purchase price of $4,250,000 in the aggregate (or $4,475,000 if the over-allotment
option is exercised in full), or $1.50 per warrant, in a private placement that shall occur simultaneously with the consummation of
the Public Offering; (v) “Public Shareholders” shall mean the holders of securities issued in the Public
Offering; (vi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the
Public Offering and the sale of the Private Placement Warrants shall be deposited; and (vii) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any
option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put
equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with
respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b).


 


12. This Letter Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error)
as to any particular provision, except by a written instrument executed by the Company, the Sponsor and each Insider that is the subject
of any such change, amendment, modification or waiver.


 


13. Except as otherwise provided herein, no party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


14. Except as provided for in paragraph 6, nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto any right, remedy or claim
under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. Except as provided
for in paragraph 6, all covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for
the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted
transferees.


 


15. This Letter Agreement may be executed in any number of original
or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any
other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 






    5


    


    

 


17. This Letter Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute
arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the
State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18. Any notice, consent or request to be given in connection with
any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier
service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


19. This Letter Agreement shall terminate on the earlier of (i) the
expiration of the Lock-up Periods and (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier
terminate in the event that the Public Offering is not consummated and closed by December 31, 2021; provided further that paragraph
4 of this Letter Agreement shall survive such liquidation for a period of six years.


 


[Signature Page Follows]


 






    6


    


    

 





	 	Sincerely,
	 	 
	 	SIEGER HEALTHCARE LLC



 


	 	By:	 
	 	 	 
	 	 	Name:

    Title:

	 	 	 
	 	By:	 
	 	 	 
	 	 	Name: 
	 	 	Title:

	 	 	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	Name: 
	 	 	Title: 

	 	 	 
	 	 	Name: 
	 	 	Title: 

	 	 	 
	 	 	Name: 
	 	 	Title:
 







    


     


    

 


	Acknowledged and Agreed:	 
	 	 
	SIEGER HEALTHCARE ACQUISITION CORP	 
	 	 	 
	By:		 
	 	 	 
	 	Name: 	 
	 	Title:
	 


 


[Signature Page to Letter
Agreement]