Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of October 28, 2021, by and between Arbor Rapha Capital Bioholdings
Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-259516 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange
Commission;


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of the date hereof (the “Underwriting Agreement”) with Cantor Fitzgerald &
Co. as the sole underwriter (the “Underwriter”);


 


WHEREAS, as described in the
Prospectus, $153,750,000 of the proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
and a loan from Arbor Rapha Capital LLC (the “Sponsor”) (or $176,812,500, if the Underwriter’s over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company, the holders of the Common Stock included
in the Units issued in the Offering and the Underwriter as hereinafter provided (the amount to be delivered to the Trustee (and any interest
subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders, the Company
and the Underwriter will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $5,250,000, or $6,037,500 if the Underwriter’s over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter 

upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the 

Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.            
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)      
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which 

Trust
Account shall be established by the Trustee in the United States at JPMorgan Chas Bank, N.A. (or at another financial institution with
consolidated assets in excess of $100 billion) and at a brokerage institution in the United States selected by the Trustee that is reasonably
satisfactory to the Company;


 


(b)      
 Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 






     


     


    

 


(c)      
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d)       Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)      
Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)        Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the
audit of the Company’s financial statements by the Company’s auditors;


 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)       
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial
Officer, Chief Strategy Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other
authorized officer of the Company (an “Authorized Representative”), and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income
taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter
in the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred to therein,
or (y) upon the date which is, the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved
by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the form of letter attached hereto as Exhibit B and the Property in the Trust Account, including
interest (which interest shall be net of any taxes less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be
no reduction in the principal amount per share initially deposited in the Trust Account;


 






     


     


    

 


(j)        Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C,
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company
to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the
Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not
sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution, so long as such distribution does not result in a
reduction in the principal amount per share initially deposited in the Trust Account; provided, further, that if the tax to be paid
is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax
bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting
forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the
Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(k)      
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem
shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation (a) 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 shares of Common Stock
included in the Units issued in the Offering (such shares, the “Public Shares”) if the Company has not consummated
an initial Business Combination within such time as is prescribed in the Company’s amended and restated certificate of incorporation
or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said
funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l)       
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or
1(k) above.


 


2.            
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)      
Give all instructions to the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition,
except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b)       Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and
documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in
connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the
Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement,
the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses
resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be
unreasonably withheld. The Company may participate in such action with its own counsel;


 






     


     


    

 


(c)      
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company
shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A
and as may be provided in Section 2(b) hereof;


 


(d)       In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;


 


(e)      
Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)        Unless
otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or
any other person;


 


(g)      
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and


 


(h)      Within five (5) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof)
in connection with the Offering or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount
of the Deferred Discount, which shall in no event be less than $5,250,000.


 


3.            
Limitations of Liability. The Trustee shall have no responsibility
or liability to:


 


(a)      
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)      
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)      
 Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 






     


     


    

 


(d)       
Refund any depreciation in principal of any Property;


 


(e)       
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)        
The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)      
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(h)      
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(i)       
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(j)        
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


4.            
Trust Account Waiver. The Trustee has no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee
has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c)
hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property
or any monies in the Trust Account.


 


5.            
Termination. This Agreement shall terminate as follows:


 


(a)        If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and
upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






     


     


    

 


(b)      
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b) and Section 4.


 


6.            
Miscellaneous.


 


(a)       
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b)      
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)        This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to
Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a
typographical error) by a writing signed by each of the parties hereto.


 


(d)       Sections
1(i), 1(j) and 1(k) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof
with the Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the
Stockholders” means (i) receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting
certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the
Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold fifty percent (50%) of
the then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting
together as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders
of record as of the record date who hold fifty percent (50%) or more of all then outstanding shares of the Common Stock and Class B
common stock, par value $0.0001 per share, of the Company voting together as a single class, have delivered to the Trustee a signed
writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise
indicated his election to redeem his Public Shares in connection with a stockholder vote sought to amend this Agreement in
connection with an amendment to the Company’s amended and restated certificate of incorporation (a) 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 Public Shares if the Company does not complete its initial Business Combination within the time frame
specified in the Company’s amended and restated certificate of incorporation or (b) with respect to any other provision
relating stockholders’ rights or pre-initial Business Combination activity. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the
inspector of elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in
reliance thereon.


 






     


     


    

 


(e)       
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of
New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)       
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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
by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company

1 State Street, 30th Floor

New York, NY 10004

Attn:      Francis Wolf and Celeste Gonzalez

Email:    fwolf@continentalstock.com and cgonzalez@continentalstock.com


 


if to the Company, to:


 


Arbor Rapha Capital Bioholdings Corp.
I

333 Earle Ovington Blvd Suite 900

Uniondale, NY 11553

Attn:      Ivan Kaufman

Email:    ikaufman@arbor.com


 


in each case, with copies to:


 


Skadden, Arps, Slate, Meagher &
Flom LLP

One Manhattan West

New York, NY 10001

Attn:      David J. Goldschmidt, Esq.

Email:    david.goldschmidt@skadden.com


 


and


 


Cantor Fitzgerald & Co.

110 E Fifty Ninth Street

New York, NY, 10022

Email:    SPAC@cantor.com


 


and


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn:     Stuart Neuhauser, Esq.


      Joan Adler, Esq.


Email:   sneuhauser@egsllp.com


     jadler@egsllp.com


 






     


     


    

 


(g)      
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)      
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)       
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(j)        
Each of the Company and the Trustee hereby acknowledges and agrees that Cantor Fitzgerald & Co. is a third party beneficiary
of this Agreement.


 


(k)       
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:  	/s/ Francis Wolf
	 	Name:  	Francis Wolf
	 	Title:	Vice President
	 	 
	 	ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I
	 	 
	 	By:  	/s/ Ivan Kaufman
	 	Name:  	Ivan Kaufman
	 	Title:  	Chief Executive Officer




 


[Signature Page to Investment Management Trust
Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial set-up fee	 	Initially closing of Offering by wire transfer. Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	3,500
	Trust administration fee	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	10,000
	Transaction processing fee for disbursements to Company under Section 1(i) and 1(j)	 	Billed to Company upon delivery of service	 	$	250
	Paying agent services related to Section 1	 	Billed to Company upon delivery of services	 	 	Prevailing rages



 






     


     


    

 



EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:    Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account Termination
Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [●] (the “Target Business”) to consummate
a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company
shall notify you at least seventy-two (72) hours (or such shorter time as you may agree) in advance of the actual date fixed for the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds
to the trust operating account at JPMorgan Chase Bank, N.A. held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)). It is
acknowledged and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will not
earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be
consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you (a) a certificate of its Chief Executive Officer (the
 “Vote Verification Certificate”), which verifies either that the Business Combination has been approved by a vote
of the Company’s stockholders, if a vote is held or no vote of the Company’s stockholders for the approval of the
Business Combination is required and none has been held and (b) a joint written instruction signed by the Company and the
Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public
Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Underwriter from the
Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in
the Trust Account immediately upon your receipt of the Notification, the Vote Verification Certificate and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon
the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 






    A-1


     


    

 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
such original Consummation Date as set forth in such notice or as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Arbor Rapha Capital Bioholdings Corp. I
	 	 
	 	By:  	 
	 	Name:  	Ivan Kaufman
	 	Title:	Chief Executive Officer




 


cc:    Cantor Fitzgerald & Co.


 






    A-2


     


    

 



EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:    Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account Termination
Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described
in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into
a trust operating account at JPMorgan Chase Bank, N.A. held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders.


 


The Company has selected [●]
as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided
in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Arbor Rapha Capital Bioholdings Corp. I
	 	 
	 	By:  	 
	 	Name:  	Ivan Kaufman
	 	Title:	Chief Executive Officer




 


cc:     Cantor Fitzgerald & Co.


 






    B-1


     


    

 



EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:    Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account Withdrawal
Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Arbor Rapha Capital Bioholdings Corp. I
	 	 
	 	By:  	 
	 	Name:  	Ivan Kaufman
	 	Title:  	Chief Executive Officer




 


cc:     Cantor Fitzgerald & Co.


 






    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:    Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account Shareholder
Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof
to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption
of their Public Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay the Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (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 Public Shares if the Company has not consummated an initial Business Combination within such time as is described
in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to a segregated account held by you on behalf of such Public Stockholders.


 


	 	Very truly yours,
	 	 
	 	Arbor Rapha Capital Bioholdings Corp. I
	 	 
	 	By:  	 
	 	Name:  	Ivan Kaufman
	 	Title:  	Chief Executive Officer




 


cc:     Cantor Fitzgerald & Co.


 








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