Exhibit 10.1


 


EXECUTION VERSION


 


June 8, 2022


 


Osiris Acquisition Corp.


95 5th Avenue, 6th Floor


New York, NY 10003


Telephone: (914) 330-3850


 


Re:     Director
Appointment


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is being delivered
to you in connection with my appointment to the board of directors of Osiris Acquisition Corp., a Delaware corporation (the “Company”).
Reference is made to the initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units
(the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per
share (the “Common Stock”), and one-third of one redeemable Warrant. Each whole Warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described
in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1
and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”),
and the Units are listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 8 hereof.


 


For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned (the “Insider”), hereby agrees with the Company as
follows:


 


1.            The
Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination (as defined below), then in connection
with such proposed Business Combination, he shall (i) vote any shares of Capital Stock (as defined below) owned by him in favor of
such proposed Business Combination and (ii) not redeem any shares of Common Stock owned by him in connection with such stockholder
approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Insider agrees that he
will not sell or tender any shares of Capital Stock owned by him to the Company in connection therewith.


 


2.            The
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 (the “Completion Window”), 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 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, less amounts withdrawn to pay the Company’s taxes (“Permitted Withdrawals”)
and 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’ (as defined below) rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law. The Insider agrees to not propose any amendment to the Charter that would 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 Completion
Window or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account less Permitted Withdrawals, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Insider acknowledges that he has
no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company
with respect to the Founder Shares (as defined blow) held by him. The Insider hereby further waives, with respect to any shares of Common
Stock held by him, if any, any redemption rights 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 in the context
of a tender offer made by the Company to purchase shares of Common Stock (although the Insider and his 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 or in connection with a stockholder vote to approve an amendment to the Charter to 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 with respect to any other material provisions relating to stockholders'
rights or pre-initial Business Combination activity).


 


3.            In
the event of the liquidation of the Trust Account, the Osiris Sponsor, LLC, a Delaware limited liability company (the “Sponsor”)
(which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor or any other Insider)
agreed to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any
third party (other than the Company’s independent accountants) for services rendered or products sold to the Company or (ii) a
prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement for
a Business Combination (a “Target”); provided, however, that such indemnification of the Company by the
Sponsor (x) shall apply only to the extent necessary to ensure that such claims by a third party (other than the Company’s
independent accountants) 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 Offering Share or (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 Permitted Withdrawals, (y) shall not apply to any claims by a third party
(including a Target) that 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 Sponsor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim
to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense. For the avoidance of doubt, none of
the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims
by vendors and prospective target businesses.


 






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4.            The
Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a
breach by the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 4, 5(a) and 5(b), 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.


 


5.            (a)             Subject
to the exceptions set forth herein, the Insider agrees that he shall not Transfer (as defined below) 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 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 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)            Subject
to the exceptions set forth herein, the Insider agrees that he shall not Transfer any Private Placement Warrants (as defined below) or
shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 






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(c)            Notwithstanding
the provisions set forth in paragraphs and 5(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 Insider or any of his permitted transferees (that have complied with this paragraph 5(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 member of the Sponsor,
or any affiliates of the Sponsor; (b) in the case of such person, transfers by gift to a member of the individual’s immediate
family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or
to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death
of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers
by private sales or transfers made in connection with any forward purchase agreement or in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the
event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (g) transfers
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
(h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the Company’s Public Stockholders having the right to exchange their shares of Class A common stock
for cash, securities or other property subsequent to the completion of the initial Business Combination; and (i) to a nominee or
custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above;
provided, however, that in the case of clauses (a) through (e) and (i), these permitted transferees must enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained
in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


6.            The
Insider represents and warrants that he 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. The Insider’s biographical
information furnished to the Company is true and accurate in all 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 respects. The Insider
represents and warrants that: he 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; he has
never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding.


 






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7.            The
Insider has full right and power, without violating any agreement to which 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 and, as applicable, to serve
as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the public filings of the
Company as a director of the Company.


 


8.            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 the 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, issued and outstanding; (iv) “Private
Placement Warrants” shall mean the warrants to purchase 6,600,000 shares of Common Stock of the Company that the Sponsor purchased
for an aggregate purchase price of $6,600,000 in the aggregate, or $1.00 per warrant, in a private placement that occurred 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 fund into which a portion of the net
proceeds of the Public Offering and the sale of the Private Placement Warrants were deposited; and (viii) “Transfer”
shall mean the (a) sale or assignment 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 option 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).


 


9.            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.


 


10.            Except
as otherwise provided herein, 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 party. 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 Insider and his successors, heirs and assigns and permitted transferees.


 






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11.            Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


12.            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.


 


13.            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.


 


14.            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.


 


15.            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.


 


16.            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, however, that paragraph 3 of this Letter Agreement shall survive such liquidation for a period of six
(6) years.


 


[Signature Page Follows]


 






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	 	Sincerely,




 


	 	/s/ Asad Hussaini







	 	Asad Hussaini




 


[Signature
Page to Letter Agreement]


 



     


     


    




 


Acknowledged and Agreed:


 


Osiris Acquisition Corp.


 


	By:	/s/ Benjamin E. Black	
	 	Name: 	Benjamin E. Black	 
	 	Title:	Chief Executive Officer	 




 


 


[Signature
Page to Letter Agreement]