Exhibit 10.1


 


October 28,
2021


Arbor Rapha Capital Bioholdings Corp. I

333 Earle Ovington Blvd, Suite 900

Uniondale, New York 11553


 


Cantor Fitzgerald & Co.

110 East Fifty Ninth Street

New York, NY, 10022


 


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”) entered into or proposed to be
entered into by and between Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and Cantor
Fitzgerald & Co., as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering
(the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may
be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each
whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock 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
a prospectus (the “Prospectus”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)
and the Company has applied to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in
paragraph 12 hereof.


 


In order to induce the Company and the Underwriter 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, each of Arbor Rapha Capital LLC, a Delaware limited liability company (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors, a nominee for membership on the board
of directors and/or a member of the Company’s management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees, severally but not jointly, with the Company as follows:


 


1.             It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor. The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed
Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock
owned by it, him or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s board
of directors in connection with such Business Combination) and (ii) not redeem any shares of Capital Stock owned by it, him or her in
connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination,
the Sponsor and each Insider agrees that it, he or she shall not seek to sell or tender its, his or her shares of Capital Stock to the
Company in connection with such tender offer.


 




     


     


    

 


2.             The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
15 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation (the “Charter”), 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 ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100%
of the Common Stock 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 (as defined below), including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the
Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor
and each Insider agrees not to propose any amendment to the Charter (i) to modify the substance or timing of the Company's obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the
Company does not complete a Business Combination within 15 months from the closing of the Public Offering or (ii) with respect to any
other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless, in each case, the Company
provides the Public Stockholders 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 its franchise and income taxes, divided by the number of then
outstanding Offering Shares.


 


3.             The Sponsor and each Insider acknowledges that, with respect to the shares of Capital Stock held by it, him or her, 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. The Sponsor and each Insider hereby further waives, with respect to any shares of Capital
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or
a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company
has not consummated a Business Combination within 15 months from the closing of the Public Offering or in the context of a tender offer
made by the Company to purchase shares of Common Stock (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 15 months from the date of the closing of the Public Offering).


 


4.             Each of the undersigned acknowledges and agrees that prior to the Company entering into a definitive agreement for a Business Combination
with a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions which states that such Business
Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 




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5.              Notwithstanding the provisions set forth in paragraphs 9(a) and (b) below, 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 Underwriter, (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, any Units, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable or exchangeable for, shares of Capital Stock owned by it, him or her, (ii) 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, shares of Capital Stock, Warrants or any other securities convertible into, or exercisable, or exchangeable for, shares
of Capital Stock owned by it, him or her, (iii) 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, shares of Capital Stock, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iv) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iii);
provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or
any Transfer of Founder Shares to any current or future independent director of the Company (as long as such current or future independent
director transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement,
as applicable to directors and officers at the time of such Transfer, and as long as, to the extent any reporting obligation under Section
16 of the Exchange Act is triggered as a result of such Transfer, any related filing under Section 16 of the Exchange Act includes a practical
explanation as to the nature of the Transfer). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective
date of any release or waiver, of the restrictions set forth in this paragraph 5 or paragraph 9 below, the Company may 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. 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.


 


6.             In
the event of the liquidation of the Trust Account, the Sponsor, which for purposes of clarification shall not extend to any shareholders,
members or managers of the Sponsor, or any of the other undersigned, 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 registered
public accounting firm) for services rendered or products sold to the Company or (ii) any prospective target business with which the
Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a
 “Target”); provided, however, that such indemnification of the Company by the Sponsor shall (x) apply
only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent
registered public accounting firm) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the
date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions
in the value of the trust assets, less interest earned on the funds in the Trust Account withdrawn (or which may be withdrawn) to pay
franchise and income taxes, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not 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 (the "Securities
Act"). 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.


 




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7.             To the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 2,250,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the
number of Units purchased by the Underwriter upon the exercise of its over-allotment option, and (ii) the denominator of which is 2,250,000.
All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as a contribution of such Founder
Shares to the Company’s capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that the option to purchase
additional Units is not exercised in full by the Underwriter so that the number of Founder Shares will equal an aggregate of 20.0% of
the Company’s issued and outstanding Shares after the Public Offering. The Initial Stockholders further agree that to the extent
that the size of the Public Offering is increased or decreased, the Company will effect a stock dividend or stock repurchase or redemption,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares
at 20.0% of the Company’s issued and outstanding shares of Capital Stock immediately following the consummation of the Public Offering.
In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 2,250,000 in the numerator
and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number of shares
of Common Stock included in the Units issued in the Public Offering, (B) the reference to 562,500 in the formula set forth in the first
sentence of this paragraph shall be adjusted to, respectively, the total number of Founder Shares that the Sponsor would have to return
to the Company in order for the number of Founder Shares that the Sponsor owns (together with the Insiders) to equal an aggregate of 20.0%
of the Company’s issued and outstanding Shares immediately following the Public Offering.


 


8.             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, 6, 9(a), 9(b), 10
and 11, as applicable, 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.


 


9.             (a)        The Sponsor and each Insider agrees that it, he or she shall not Transfer, assign or sell any of their Founder Shares (or
shares of Common Stock issuable upon conversion thereof) until the earlier to occur of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to Company’s initial Business Combination, (x) if the last sale price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


(b)        The
Sponsor and each Insider agrees that it, he or she shall not Transfer, assign or sell any Private Placement Warrants (or shares of Common
Stock issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of the Company's initial Business
Combination (the “Private Placement Warrants Lock-up Period” and, together with the
Founder Shares Lock-up Period, the “Lock-up Periods”).


 




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(c)               
Notwithstanding the provisions set forth in paragraphs 9(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Common Stock issued 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 9(c)), are permitted (a)
to the Company's employees, officers or directors, any affiliates or family members of any of the Company's officers or directors, any
employees, officers, directors or members of the Sponsor (or former Sponsor if such transfer occurs after the dissolution of the Sponsor)
or any affiliates of such members and funds and accounts advised by such members, or any affiliates of our Sponsor (or former Sponsor
if such transfer occurs after the dissolution of our Sponsor); (b) in the case of an individual, by gift to a member of one of the members
of the individual’s immediate family, to an estate planning vehicle or to a trust, the beneficiary of which is a member of one of
the individual’s immediate family, 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 pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s
organizational documents; (f) by virtue of the laws of the State of Delaware or the Sponsor's organizational documents upon liquidation
or dissolution of the Sponsor; (g) by private sales or transfers made in connection with the consummation of the Company’s initial
Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or the shares of Common
Stock, as the case may be, were originally purchased; (h) to the Company for no value for cancellation in connection with the consummation
of the Company's initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of its initial
Business Combination; or (j) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that, in the case of clauses (a) through (g), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions and the other restrictions herein.


 


10.           Each
of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by the Company
of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. The Sponsor and each
Insider represents and warrants 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 material respects and does not omit any material information with respect to the Insider’s background and contains all of the
information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The Sponsor and each
Insider’s questionnaire furnished to the Company and the Representative is true and accurate in all material 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.








 




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11.           Except
as disclosed in 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, cash payment, 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 the Company’s initial Business Combination (regardless of the type of transaction
that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the
completion of the initial Business Combination: repayment of up to an aggregate of $300,000 in loans made to the Company by the
Sponsor to cover offering related and organizational expenses; payment to the Sponsor of $10,000 per month for certain office space,
utilities and secretarial and administrative support as may be reasonably required by the Company; payment of customary fees for
financial advisory services; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and
completing an initial Business Combination; repayment of loans, if any, and on such terms as to be determined by the Company from
time to time, made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment; and repayment of the loan to be made
to the Sponsor in an amount up to $4,312,500 (the “Sponsor Loan”). Up to $1,500,000 of such loans (not including
the Sponsor Loan) may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would
be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


12.           The
Sponsor and each Insider has 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 director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or director of the Company.


 


13.           As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock”
shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 4,312,500
shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 562,500 shares
of which are subject to complete or partial forfeiture by the Sponsor depending on the extent to which the over-allotment option is not
exercised by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to 3,833,333 shares of Common Stock
of the Company (or 4,133,333 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to
purchase for an aggregate purchase price of $5,750,000 (or $6,200,000 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; (vi) “Public Stockholders”
shall mean the holders of the Offering Shares; (vii) “Trust Account” shall mean the trust account into which the net
proceeds of the Public Offering and certain proceeds from the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
shall mean the (a) sale 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 Exchange Act, 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).


 




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14.           Subject to the terms and conditions of this paragraph 14, if, in connection with or prior to the closing of the initial Business
Combination, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable
or exercisable for equity securities other than Excluded Securities (as defined below) (such securities, “New Equity Securities”),
the Company shall first make an offer of the New Equity Securities to the Sponsor in accordance with the following provisions of this
paragraph 14 (the “Right of First Offer”):


 


(a) Offer Notice.


 


(i) The Company shall give written notice
(the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying
the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes
to offer the New Equity Securities.


 


(ii) The Offering Notice shall constitute
the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3)
business days (the “ROFO Notice Period”).


 


(b) Exercise of Right of First Offer.


 


(i) Upon receipt of the Offering Notice,
the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering
a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities
on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the
Sponsor.


 


(ii) If the Sponsor does not deliver
a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the
New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s rights to purchase such number of New Equity
Securities that it declined to purchase, and the Company shall thereafter be free to sell or enter into an agreement to sell such number
of New Equity Securities to any third party without any further obligation to the Sponsor pursuant to this paragraph 14 within the forty-five
(45) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price not more
favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell
such number of New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such New Equity
Securities shall not be offered to any third party unless first re-offered to the Sponsor in accordance with this paragraph 14.


 


(c) Excluded Securities. For purposes
hereof, the term “Excluded Securities” means any warrants issued upon the conversion of working capital loans to the Company
to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination
(up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having
the same terms as the Private Placement Warrants at a price of $1.50 per warrant), and any securities issued by the Company as consideration
to any seller in the Business Combination or in satisfaction for any amounts owed by or claims against the Company.


 


(d) Assignment of Right of First Offer.
The Right of First Offer may be assigned in whole or in part by the Sponsor to any of its members without the prior consent of the Company.
Following any such assignment, the Company and any such assignee shall comply with the
provisions set forth in this paragraph 14 with respect to the Right of First Offer as if such assignee were a party hereto.


 




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15.           The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director
shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for
any of the Company’s directors or officers.


 


16.           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 all parties hereto.


 


17.           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.


 


18.           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.
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.


 


19.           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. The words “executed,”
 “signed,” “signature,” and words of like import in this Letter Agreement or in any other certificate, agreement
or document related to this Letter Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation,
any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal
effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent
permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code.


 


20.           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.


 




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21.           This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. 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.


 


22.           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 or other electronic transmission.


 


23.           This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided that paragraph 6 of this Letter Agreement shall survive such liquidation.


 


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	 	Sincerely,
	 	 
	 	ARBOR RAPHA CAPITAL LLC
	 	By:	/s/ Ivan Kaufman
	 	Name:	Ivan Kaufman
	 	Title:	Authorized Signatory


 


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	 	By:	/s/ Ivan Kaufman
	 	Name:	Ivan Kaufman


 


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	 	By:	/s/ Kevin Slawin
	 	Name:	Kevin Slawin


 


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	 	By:	/s/ Paul Elenio
	 	Name:	Paul Elenio


 


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	 	By:	/s/ William Connolly
	 	Name:	William Connolly


 


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	 	By:	/s/ John Natalone
	 	Name:	John Natalone


 


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	 	By:	/s/ Cyrus D. Walker
	 	Name:	Cyrus D. Walker


 


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	 	By:	/s/ Ralph Mack
	 	Name:	Ralph Mack


 


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	 	By:	/s/ Avery Modlin
	 	Name:	Avery Modlin


 


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	Agreed and accepted by:	 
	 	 
	ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I	 
	By:	/s/ Ivan Kaufman	 
	Name:	Ivan Kaufman	 
	Title:	Chief Executive Officer	 


 


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Agreement]