Exhibit
10.18


 





 


217
W. Main Street


Somerville,
New Jersey 08876


 


April
4, 2021


 


Larkspur
Health Acquisition Corp.


Daniel
J. O’Connor


Chairman
and Chief Executive Officer


100
Somerset Corporate Blvd., 2nd Floor


Bridgewater,
New Jersey 08807


 


In
order to document the understanding between us as to the scope of the work that Brio Financial Group will perform, as well as certain
other matters, we are entering into this Agreement with Larkspur Health Acquisition Corp. (“you” or the “Company”).
To avoid any misunderstandings, this Agreement defines the services we will perform for you for the period October 8, 2021 through December
31, 2022 (unless this agreement is terminated sooner as set forth below), as well as your responsibilities.


 


SCOPE
OF WORK


 


Initial
Services:


 


		●	We
                                            will assist you with developing and documenting a monthly and quarterly accounting close
                                            process.



 


		●	We
                                            will assist you with preparing your inception to date financial statements, including the
                                            accompanying notes, in accordance with Generally Accepted Accounting Principles (GAAP) and
                                            in accordance with the rules as promulgated by the Securities and Exchange Commission (SEC)
                                            as applied by the Company. We will coordinate this effort with Company personnel and the
                                            Company’s independent auditor. Our engagement does not include any audit or review
                                            services in relation to the Company’s financial statements.



 


		●	We
                                            will assist you with maintaining the Company’s accounting system. We will record all
                                            transaction on a quarterly and annual basis.



 


		●	We
                                            will assist you in maintaining internal debt and equity ledgers and all supporting documentation
                                            for developing the Company’s quarterly and annual financial statements.



 




     


     


    

 


		●	We
                                            will assist in the preparation of the Management Discussion and Analysis of Financial Condition
                                            and Results of Operations (MD&A) portion of any quarterly and annual reports of the Company.
                                            You further acknowledge that we do not render legal advice.



 


		●	The
                                            Initial Services are inclusive of any work on the financial portions of the Registration
                                            Statement on Form S1 and for the preparation of the balance sheet to be used in the Form
                                            8K disclosing the Initial Public Offering.



 


Quarterly
Services:


 


		●	We
                                            will assist you with preparing your quarterly and annual financial statements, including
                                            the accompanying notes, in accordance with Generally Accepted Accounting Principles (GAAP)
                                            ) and in accordance with the rules as promulgated by the Securities and Exchange Commission
                                            (SEC) as applied by the Company. We will coordinate this effort with Company personnel and
                                            the Company’s independent auditor. Our engagement does not include any audit or review
                                            services in relation to the Company’s financial statements.



 


		●	Each
                                            quarter during our engagement, we will obtain all information necessary to produce the bookkeeping
                                            of the Company. We request the Company to provide, on a timely basis, all banking information,
                                            contracts, bills and invoices. We will work with the Company to ensure all information is
                                            recorded timely and that payables are paid on timely basis.



 


		●	We
                                            will review your general ledger trial balance on a quarterly basis and, if we become aware
                                            of any adjustments that may be appropriate, we will itemize these adjustments, provide supporting
                                            documentation and present the adjustments for management approval. We will maintain an internal
                                            stock ledger and internal stock purchase warrants and stock option ledgers, utilized for
                                            accounting valuation and disclosure purposes.



 


		●	We
                                            will assist you in the accounting of complex financial instruments and other complex accounting
                                            transactions, such as the valuation, recognition, reporting and disclosure of all equity
                                            transactions and complex financial instruments. We will prepare and document our analysis
                                            so that you can provide the analysis to your independent auditors.



 


		●	We
                                            will assist in the preparation of the Management Discussion and Analysis of Financial Condition
                                            and Results of Operations (MD&A) portion of any quarterly and annual reports of the Company.



 


		●	We
                                            will assist the Company in evaluating the Company’s internal controls over financial
                                            reporting.



 


		●	At
                                            your request we will be available for conference calls with management and your Board of
                                            Directors or the Audit Committee of your Board of Directors. We will prepare a board package
                                            containing supplemental financial information and key performance indicators for each meeting
                                            of the Board of Directors.



 




    2


     


    

 


The
services to be furnished to the Company are not designed to guarantee the accuracy of the financial statements and cannot be relied upon
to detect fraud or errors, should any exist. However, should any fraud or errors come to our attention; we will report them to you, except
for any errors which are clearly inconsequential. In addition, during the course of our engagement, financial statement misstatements
may be identified, either through our work or through communication by your employees to us, and we will bring these misstatements to
your attention. The Company is solely responsible for any misstatements, as well as any corrective adjustments, although we may propose
adjustments.


 


Notwithstanding
any provision of this Agreement to the contrary, we will not be responsible for detecting errors or evidence of fraud or illegal acts
that may exist in your books, records, accounts, or operations (provided, however, that we will inform the appropriate level of management
of any evidence of fraud or possible illegal acts or errors that come to the attention of us, except for any errors which are clearly
inconsequential). We will have no responsibility to identify or communicate significant deficiencies or material weaknesses in the Company’s
internal control over financial reporting as part of its engagement under this Agreement. However, if we identify significant deficiencies
or material weaknesses, we will report them to management.


 


Pricing


 


Initial
Services:


 


We
will perform the initial services at fixed price rate of $15,000. The Company will also be billed for travel and other out-of-pocket
costs, such as report production, postage, etc., provided that we will not incur out-of-pocket costs in excess of $1,000 without first
seeking your approval. We request a retainer equal to the first month retainer in the amount of $10,000 which will be applied
to the first bill of this Agreement. The remaining balance ($5,000) will be payable upon filing the Form 8K disclosing the IPO.
If the Company determines that additional work is needed from Brio Financial Group, an additional pricing agreement will be agreed upon
and issued prior to the commencement of the work.


 


Recurring
Services:


 


We
will perform the recurring services at a fixed monthly rate of $1,750 due on the first of each Calendar Month, commencing the month
following the filing of the initial S1. The Company will also be billed for travel and other out-of-pocket costs, such as report
production, postage, etc. If the Company determines that additional work is needed from Brio Financial Group, an additional pricing agreement
will be agreed upon and issued prior to the commencement of the work. The Company has the ability to cancel the Recurring Services at
any time.


 


The
above retainer is all inclusive of the services set forth above. For any additional services, which includes potential work on a merger
or acquisition, the Company will be billed at an hourly rate of $300/hour for Partner Time and $225/hour for Non Partner Time. These
bills will be rendered monthly.


 




    3


     


    

 


Additional
work not expressly provided for in this Agreement, such as work for registration statements, due diligence reviews for potential acquisitions,
current reports on Form 8-K, analysis for additional debt and equity raises, and additional travel for attendance in person at Board
of Director or other meetings are not included in the above estimate. Services such as these will be billed at our standard hourly rates
unless an additional engagement letter and pricing scheme is in place. Please note that if there is a significant change in the company”s
business or number of transaction, the fixed monthly rate will need to be re-negotiated and a new agreement will need to be put into
place prior to additional work being performed by Brio Financial Group.


 


In
accordance with our usual procedures, we will present invoices on a monthly basis with payments due promptly upon receipt. We reserve
the right to suspend services whenever an invoice remains unpaid for more than 45 days.


 


E-mail
Communication


 


In
connection with this engagement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read,
disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they
are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by
the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception or unintentional disclosure
or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with
the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or
entity resulting from the use of e-mail transmissions, including any consequential, incidental, direct, indirect, or special damages,
such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.


 


Compelled
Disclosure


 


In
the event that Brio Financial Group, LLC or any of our affiliates, or any of our members, managers and employees are requested or become
legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or
similar process) to disclose any information regarding the Company or the services provided hereunder, the Company (to the extent permitted)
will be provided with prompt written notice by us thereof, so that the Company may seek a protective order or other appropriate remedy
at its own option and expense. The Company shall reimburse us for all costs and expenses, including attorneys” fees, which we and
our affiliates, and our members, managers, and employees incur in connection with such requested or compelled disclosure, whether or
not any such protective order or other remedy is sought or obtained.


 


Indemnification


 


The
Company shall defend, indemnify, and hold us and its affiliates, and its and their members, managers, partners, directors, officers and
employees, harmless from and against all claims asserted by a third party (or parties) and related damages, losses, or expenses, including,
but not limited, to attorneys” fees arising out of or resulting from any and all acts or omissions of the Company or its affiliates,
including, but not limited to acts or omissions in the maintenance of the Company”s books, records, and accounts, in the preparation
or use of the Company”s financial statements, in the timely filing of reports, statements, and other documents with the U.S. Securities
and Exchange Commission, and in the design and maintenance of disclosure controls and procedures and internal control over financial
reporting.


 






    4


     


    

 


Limitation
on Liability


 


Our
maximum liability hereunder for any reason shall be limited to the aggregate amount of the fees paid by the Company to us for the twelve
months immediately preceding the date of the applicable claim, except to the extent that it is finally determined that the Company has
incurred actual direct damages that have resulted from the gross negligence or willful misconduct of us, in which case our maximum liability
hereunder shall be limited to such actual direct damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation on liability provision shall apply to
the fullest extent of the law, whether any claims are based in contract, statute, tort, or otherwise.


 


Waiver


 


The
failure of any party to this Agreement at any time to require the performance of any provision of this Agreement shall in no manner affect
the right to enforce the same, and no waiver by any party to this Agreement of any provision of this Agreement (whether by conduct or
otherwise) shall be deemed or construed as a further or continuing waiver of such provision or any other provision of this Agreement.


 


Third-Party
Rights


 


No
provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to make any
such person a third-party beneficiary of this Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause
of action in any person not a party hereto.


 


Confidentiality


 


We
agree to maintain the confidentiality of the Company”s information with which we come into contact with the same degree of care
as we maintain our own confidential information.


 


Severability


 


If
any provision of this Agreement, as applied to any party or to any circumstances, shall be found by a court of competent jurisdiction
to be void, invalid, or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any
such provision in any other circumstances, or the validity or enforceability of this Agreement.


 


Entire
Agreement


 


This
Agreement contains the entire understanding of the parties hereto relating to the subject matter of this Agreement and supersedes all
prior and collateral agreements, understandings, statements, and negotiations of the parties.


 




    5


     


    

 


Governing
Law


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any laws that might
otherwise govern under applicable principles of conflicts of laws.


 


Dispute
Resolution


 


If
any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by the American
Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding
arbitration in accordance with the Commercial Arbitration Rules of the AAA. In agreeing to arbitration, we both acknowledge that in the
event of a dispute over fees, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury
and instead we are accepting the use of arbitration for resolution. In any litigation, arbitration, or other proceeding by which one
party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights
or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.


 


Term


 


This
Agreement will commence on the date hereof and will continue in effect until the first anniversary of the date hereof. It is understood
that either party may terminate this Agreement at any time, for any reason, within 10 days of written notice to the other party. It is
understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date
of termination.


 


We
would like to take this opportunity to express our appreciation for the opportunity to offer our services to your organization.


 


	Very
    truly yours, 	 
	 	 
	Brio
    Financial Group	 
	 	 
	Acceptance:	 
	 	 
	This
    letter correctly sets forth the understanding of Larkspur Health Acquisition Corp.
	 	 
	/s/
    Daniel
    J. O”Connor 	 
	Daniel
    J. O”Connor	 
	Chairman
    and Chief Executive Officer	 
	 	 
	 	 
	Date	 



 


 


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