Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of
October 28, 2021, is entered into by and among Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”),
and Arbor Rapha Capital LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A
common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-third of one redeemable warrant,
each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number
333-259516 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.50 per warrant, an aggregate of 3,833,333 warrants (and up to 300,000 additional warrants if the underwriters in the
Public Offering exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement
Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.          
Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.        
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private
Placement Warrants, to the Purchaser.


 


B.         
Purchase and Sale of the Private Placement Warrants.


 


(i)           
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “IPO Closing Date”), the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, 3,833,333 Private Placement Warrants at a price of $1.50 per Private
Placement Warrant for an aggregate purchase price of $5,750,000 (the “Purchase Price”).
The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring
instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser
of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect
such delivery in book-entry form.


 






     


     


    

 


(ii)          
 On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or
on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment
Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 300,000
Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement
Warrants in proportion to the portion of the overallotment option that is exercised) at a price of $1.50 per Private Placement Warrant
for an aggregate purchase price of up to $450,000 (if the over-allotment option is exercised in full) (the “Over-allotment
Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire
instruction by wire transfer of immediately available funds, at least one (1) business day prior to the applicable Over-allotment Closing
Date. On each Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of
immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants
purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


C.         
Terms of the Private Placement Warrants.


 


(i)           
The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering,
except that, (a) the Private Placement Warrants will not be redeemable by the Company, (b) the Private Placement Warrants (including the
underlying Shares issuable upon exercise of the Private Placement Warrants) shall not, subject to certain limited exceptions, be transferred,
assigned, or sold by the Purchaser until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”), (c) the Private Placement Warrants may be exercised by the holders on a cashless basis, (d) the Private Placement
Warrants are being purchased pursuant to an exemption from registration requirements of the Securities Act and will become freely tradable
only after the expiration of the lockup described above in clause (b) and they are registered pursuant to the Registration and Stockholder
Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (b)
have expired and (e) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement
to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant
Agreement”).


 


(ii)          
On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement
(the “Registration and Stockholder Rights Agreement”) pursuant to which the
Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the
Private Placement Warrants.


 


Section 2.          
Representations and Warranties of the Company.


 


As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:


 


A.         Incorporation
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the
Warrant Agreement.


 






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B.         
Authorization; No Breach.


 


(i)           
The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of
the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized
by the Company as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii)          
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with
the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach
of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the certificate of incorporation of the Company (in effect on the date hereof or as may be amended prior to
completion of the Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws.


 


C.         
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s stock register, the Shares issuable upon exercise of the Private Placement Warrants will
be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable
upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement (as applicable), and upon registration in the Company’s stock register, the Purchaser
will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement
Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Purchaser.


 


D.         Governmental
Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no permit,
consent, approval, order or authorization of, or registration, qualification, designation, declaration to or filing with, any
federal, state or local governmental authority is required on the part of the Company in connection with the execution, delivery and
performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby,
except for applicable requirements of the Securities Act.


 


E.         
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers,
directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 






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Section 3.          
Representations and Warranties of the Purchaser.


 


As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive each Closing Date) that:


 


A.        
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


B.         
Authorization; No Breach.


 


(i)           
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)          
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon
the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to
the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order,
judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


C.         
Investment Representations.


 


(i)           
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”) for its own account, for
investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)          
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act.


 


(iii)         
The Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 


(iv)         
 The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 






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(v)          
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(vi)         
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vii)        
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(viii)       
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Stockholder Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has
taken the position that promoters or affiliates of a blank check company and their transferees, both before and after the Company’s
initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a
blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Securities despite technical compliance with the requirements of such Rule 144, and the Securities can be resold only through a
registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(ix)          
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investments in the Securities.


 


(x)           
 The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the
Warrant Agreement and be subject to appropriate “stop transfer restrictions”.


 


Section 4.          
Conditions of the Purchaser’s Obligations.


 


The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 






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A.        
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and
correct at and as of such Closing Date as though then made.


 


B.         
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.         
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D.        
Warrant Agreement and Registration and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement,
in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case
on terms satisfactory to the Purchaser.


 


Section 5.          
Conditions of the Company’s Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.        
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.


 


B.         
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.          Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.        
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


E.         
Warrant Agreement. The Company shall have entered into the Warrant Agreement.


 


Section 6.          
Definitions.


 


Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.


 






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Section 7.          
Miscellaneous.


 


A.        
Successors and Assigns.  Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.         
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.         
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to
this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D.         
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do
not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of
example rather than by limitation.


 


E.         
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York.


 


F.         
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by the parties hereto.


 


G.         
Termination. This Agreement may be terminated at any time after [·], 2021
upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering
has not occurred prior to such date.


 


H.        
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
applicable Closing Date.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I






	 	 
	 	By:	/s/ Ivan Kaufman
	 	 	Name:	Ivan Kaufman
	 	 	Title:	Chief Executive Officer



 


	 	PURCHASER:
	 	ARBOR RAPHA CAPITAL LLC



 


	 	By:	/s/ Ivan Kaufman
	 	 	Name:	Ivan Kaufman
	 	 	Title:	Authorized Signatory




 


[Signature Page
to Private Placement Warrants Purchase Agreement]