Exhibit 10.1


 


EQ Health Acquisition Corporation


4611 Bee Cave Road, Ste. 213

Austin, TX 78746


 


Re:          Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”),
and Jefferies LLC,  as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of 18,400,000 of the Company’s
units (including up to 2,400,000 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 half 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 will 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 New York Stock Exchange.  Certain capitalized terms used herein are defined in
paragraph 13 hereof.


 


In order to induce the Company and
the Underwriters 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 EQ Health Sponsor Group, LLC, a Delaware limited
liability company (the “Sponsor”), FS Global Credit Opportunities Fund and FS EQ Investments, LLC (collectively,
the “Investor”) and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees 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 and the Investor.  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 and (ii) not
redeem any shares of Common 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, each Insider agrees that it, he or she will not seek to
sell its, his or her shares of Common 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
24 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 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 other requirements of applicable law.  The Sponsor and each Insider agrees not to
propose any amendment to the Charter to (a) modify the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company does not complete a Business Combination within the time period set forth in the
Charter or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business
Combination activity, unless the Company provides Public Stockholders with the opportunity to redeem their shares of Common
Stock 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.


 






     


     


    

 





The Sponsor and each Insider
acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it,
him or her.  The Sponsor and each Insider hereby further waives, with respect to any shares of Common 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 (i) a stockholder vote to approve such Business Combination,
(ii) a stockholder vote to approve an amendment to the Charter to (a) modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period
set forth in the Charter or (b) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity, or (iii) 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 the time period
set forth in the Charter).


 


3.           The
undersigned acknowledges and agrees that prior to 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, which is a member of the Financial Industry Regulatory Authority, or an independent accounting
firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4.           During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract
or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units,
shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common 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
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).  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 4 or paragraph 8 below, the Company shall announce the impending release or waiver
by press release through a major news service at least two business days before the effective date of the release or
waiver.  Any release or waiver granted shall only be effective two business days after the publication date of such
press release.  The provisions of this paragraph 4 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.


 






     


     


    

 


5.           In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes of
clarification shall not extend to any other 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) to which the Company may become subject as a result of any claim by (i) any third
party 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 Indemnitor 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 public accountants) 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 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 Underwriters 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
Indemnitor shall not be responsible to the extent of any liability for such third party claims.  The Indemnitor 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 Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 


6.           To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,400,000 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 600,000 multiplied by a fraction, (i) the numerator of which is 2,400,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 2,400,000.  The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full
by the Underwriters so that the Initial Stockholders will own an aggregate of 20% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering (assuming the Initial Stockholders do not purchase any Units in the Public Offering).


 


7.            (a)          
Lewis N. Little, Jr. hereby agrees not to participate in the formation of, or become an officer or director of, any other any other
special purpose acquisition company with a class of securities registered under the Exchange Act until the Company has entered
into a definitive agreement regarding an initial Business Combination or unless the Company has failed to complete a Business Combination
within the time period set forth in the Charter.


 






     


     


    

 





(b)          
The Sponsor and each Insider hereby agrees and acknowledges that:  (i) the Underwriters 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,
7(a), 8(a), 8(b) and 10, 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.


 


8.            (a)          
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the 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 any Private Placement Warrants (or shares of Common Stock
issued or 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”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c)          
Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor, any affiliates of such members and
funds and accounts advised by such members; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate
of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and
distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no
greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s 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 completion of
an initial Business Combination; provided, however, that, in the case of clauses (a) through (e) or (g), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.


 


9.           During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Common Stock, Warrants or any other
securities convertible into, or exercisable or exchangeable for, Common Stock held by it, her or him, as applicable, subject to certain
exceptions enumerated in Section 6(h) of the Underwriting Agreement.


 






     


     


    

 





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.  Each Insider’s questionnaire furnished to the Company and the Representative
is true and accurate in all material respects.  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.


 


11.         Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider, shall receive
from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate, the consummation of 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 a loan and advances up
to an aggregate of $150,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor for certain office space,
utilities and secretarial and administrative support as may be reasonably required by the Company for a total of $10,000 per month;
reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business
Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the
Sponsor, an affiliate of the Sponsor or any 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.  Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.00 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 4,600,000 shares of the Company’s
Class B common stock, par value $0.0001 per share, initially issued to the Sponsor and certain Insiders (up to 600,000
shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in
full or in part 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 5,200,000 shares of Common Stock of the Company (or 5,680,000 shares of Common Stock if the
over-allotment option is exercised in full by the Underwriters) that the Sponsor has agreed to purchase for an aggregate
purchase price of $5,200,000 (or $5,680,000 if the over-allotment option is exercised in full by the Underwriters), or $1.00
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 securities issued in the Public Offering;
(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).


 






     


     


    

 


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, if any, made by the Sponsor, an affiliate of the Sponsor or any of the
Company’s officers or directors 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 $1.00 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.


 


15.         The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
Insider 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.         The
Company shall not, without the prior consent of the Investor, (i) include the name of the Investor or any of its affiliates
in any disclosure, marketing materials, tombstones and other usages in connection with the Public Offering, otherwise related to
the activities of the Company, or in connection with the initial Business Combination or thereafter; (ii) amend any term of
the Founder Shares, including, but not limited to, the economic terms; (iii) amend any term of the Private Placement Warrants,
including, but not limited to, economic terms;  or (iv) amend any terms of the Trust Account.


 


17.         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.


 


18.         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.


 


19.         Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation 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.


 


20.         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.


 


21.         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.


 






     


     


    

 


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


 


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


 


24.         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 5 of this Letter Agreement shall survive such liquidation.


 



     


     


    




 


	 	Sincerely,
	 	 
	 	EQ HEALTH SPONSOR GROUP, LLC, 

a Delaware limited liability company
	 	 
	 	 
	 	By:	 
	 	 	Name:  Andrew Beckman
	 	 	Title:    Manager
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  Lewis N. Little, Jr.
	 	 	Title:    Manager
	 	 	 
	 	 	 
	 	FS GLOBAL CREDIT OPPORTUNITIES FUND

 
	 	 	
        By: FS Global Advisor, LLC,

        Its investment advisor

	 	 	 
	 	By:	 
	 	 	Name:  Andrew Beckman
	 	 	Title:    Managing Member
	 	 	 
	 	
         

        FS EQ INVESTMENTS, LLC

	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  Andrew Beckman
	 	 	Title:    Managing Member
	 	 	 
	 	 	 
	 	 	Lewis N. Little, Jr.
	 	 	 
	 	 	 
	 	 	Scott Ellyson
	 	 	 
	 	 	 
	 	 	Benjamin Hanson
	 	 	 
	 	 	 
	 	 	William W. Burke
	 	 	 
	 	 	 
	 	 	Clarke Heidrick
	 	 	 
	 	 	 
	 	 	Molly Cate
	 	 	 
	 	 	 
	 	 	Andrew Beckman



 


[Signature Page to Letter Agreement]


 






     


     


    

 


	Acknowledged and Agreed:	 	 
	 	 	 
	EQ HEALTH ACQUISITION CORP.	 	 
	 	 	 
	By:	 	 	 
	 	Name:  Scott Ellyson	 	 
	 	Title:   President and Chief Executive Officer 	 	 


 


[Signature Page to Letter Agreement]