Exhibit 10.1


 


May 31, 2022


 


Orion Acquisition Corp.


767 5th Avenue, 44th Floor


New York, NY 10153


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between Orion Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities
(USA) LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public
Offering”) of 41,400,000 of the Company’s units (including 5,400,000 units that may be purchased pursuant to the Underwriter’s
option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one-quarter of one redeemable warrant
(each whole warrant, a “Warrant”). Each 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”). Certain capitalized terms used herein are defined in paragraph 1
hereof.


 


In order to induce the Company and the Underwriter
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Orion Healthcare Acquisition Partners, LLC (the “Sponsor”)
and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1. Definitions. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the 10,350,000 shares
of Class B common stock of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii)
“Private Placement Warrants” shall mean the warrants to purchase shares of Common Stock of the Company that
will be acquired by the Sponsor for an aggregate purchase price of $10,200,000 (or up to $11,280,000 if the Underwriter’s exercise
their option to purchase additional units), or $1.50 per Warrant, in a private placement that shall close simultaneously with the consummation
of the Public Offering (including Common Stock issuable upon conversion thereof); (iv) “Public Stockholders”
shall mean the holders of Common Stock included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Common Stock included in the Units issued in the Public Offering; (vi) “Trust Account” shall
mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; (vii) “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 Securities Exchange Act of 1934, as amended, 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); and (viii) “Charter”
shall mean the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


2. Representations and Warranties.


 


(a) The Sponsor and each Insider, with respect to
itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any
agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer
or former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director on
the Company’s Board of Director (the “Board”), as applicable, and each Insider hereby consents to being
named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 






    


     


    

 


(b) Each Insider represents and warrants, with respect
to herself or himself, that such 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 such Insider’s
background. The Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents
and warrants that such Insider 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; such Insider
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 such Insider is not currently a defendant in any
such criminal proceeding; and such Insider 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.


 


3. Business Combination Vote. It is acknowledged
and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent
of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks stockholder
approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he,
as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial
Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any
Public Shares held by it, her or him, as applicable, in connection with such stockholder approval.


 


4. Failure to Consummate a Business Combination;
Trust Account Waiver.


 


(a) The Sponsor and each Insider hereby agree, with
respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within
the time period set forth in 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,
redeem 100% of the Public Shares, 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 release to the Company to pay income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely
extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider
agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide
holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100%
of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the
Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public
Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.


 


(b) The Sponsor and each Insider, with respect to
itself, herself or himself, acknowledges that it, she or he 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, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and Public
Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination
or a stockholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation
to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or
to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth
in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the
Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business
Combination within the required time period set forth in the Charter).


 






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5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the Insiders agree that they
shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after
the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination 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 Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing 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 a 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b) The Sponsor and Insiders agree that they shall
not effectuate any Transfer of Private Placement Warrants or Common Stock underlying such warrants until 30 days after the completion
of an initial Business Combination.


 


(c) Notwithstanding the provisions set forth in paragraphs
5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Common Stock underlying the Private Placement
Warrants are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or
any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate
family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or
to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants
or Class A Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of Delaware or the Sponsor’s organizational
documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation
of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a Business Combination;
or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s Public Stockholders having the right to exchange their 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
(f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


(d) During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of the Underwriter, 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.


 


6. Remedies. The Sponsor and each of the
Insiders hereby agree and acknowledge that (i) each of the Underwriter and the Company would be irreparably injured in the event of a
breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7,
10 and 11, (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.


 


7. Payments by the Company. Except as disclosed
in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of
the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment 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).


 


8. Director and Officer Liability Insurance.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the
Insiders 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.


 






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9. Termination. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 


10. Indemnification. 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”) 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 (except for the
Company’s independent auditors) or (ii) any prospective target business with which the Company has discussed entering into a transaction
agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor
(x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered 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 Public Share and (ii)
the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00
per Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s
tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The 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.


 


11. Forfeiture of Founder Shares. To the
extent that the Underwriter does not exercise its option to purchase additional Units within 45 days from the date of the Prospectus in
full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for
cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the
total number of Common Stock and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that
the size of the Public Offering is increased or decreased, the Company will effect a stock split, stock dividend, reverse stock split
or stock repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in
such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Common Stock and Founder Shares outstanding
at such time.


 


12. Entire Agreement. 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.


 


13. Assignment. 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, each of the Insiders and each
of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. 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.


 


15. Effect of Headings. The paragraph headings
herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 


16. Severability. 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.


 


17. Governing Law. 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.


 


18. Notices. 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.


 


[Signature Page Follows]


 






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	 	/s/ Kenneth Goulet
	 	Kenneth Goulet


 


[Signature Page to Letter Agreement]


 






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Acknowledged and Agreed:


 


ORION ACQUISITION CORP.


	
     

    By:
	/s/ Beau Garverick	 
	 	Name: 	Beau Garverick	 
	 	Title:	Chief Executive Officer and

Chief Financial Officer	 


 


[Signature Page to Letter Agreement]


 


 


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