Exhibit 10.9


 


A.G.P./ALLIANCE GLOBAL PARTNERS


590 Madison Avenue, 28th Floor


New York, NY 10022


___________, 2021


 


Larkspur Health Acquisition Corp.


100 Somerset Corporate Blvd., 2nd Floor


Bridgewater, New Jersey 08807





 


Ladies and Gentlemen:


 


This is to confirm our agreement
(this “Agreement”) whereby Larkspur Health Acquisition Corp., a Delaware corporation (“Company”),
has requested A.G.P./Alliance Global Partners (the “Advisor”) to assist it in connection with the Company’s initial
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business
Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration
Statement on Form S-1 (File No. 333-256056), as amended, filed with the Securities and Exchange Commission (“Registration Statement”)
in connection with its initial public offering (“IPO”).


 


1. Services and Fees.


 


(a) The Advisor will, if requested by the Company:


 


	 	(i)	Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
	 	(ii)	Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;
	 	(iii)	Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
	 	(v)	Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target.


 


Notwithstanding anything to the contrary contained
herein, the Advisor’s services will not include any solicitation of proxies in connection with the Business Combination. In the
event that the Company requests that the Advisor provide any placement agent and/or other services in support of the Business Combination,
such engagement will be set forth in one or more separate agreements between the Company and the Advisor.


 


(b) As compensation for the
foregoing services, the Company will pay the Advisor a cash fee equal to 4.5% of the gross proceeds received by the Company in the IPO
including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described in the Registration
Statement (“Fee”). The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing
of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Transaction Fee
shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless such payment would not
be deemed underwriters’ compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is
not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder’s
fees which may become payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target.


 






    


     


    

 


2. Expenses.


 


At the Closing, the Company
shall reimburse the Advisor up to $20,000 for its reasonable costs and expenses incurred (including the fees and disbursements of its
counsel) in connection with the performance of its services hereunder; provided, however, all expenses in excess of $5,000 in the aggregate
shall be subject to the Company’s prior written approval, which approval will not be unreasonably withheld. Reimbursable expenses
shall be due and payable to the Advisor by wire transfer at the Closing from the Trust Account.


 


3. Company Cooperation.


 


The Company will provide full
cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder including, but
not limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and Target
that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations hereunder
(collectively, the “Information”); making the Company’s management, auditors, consultants and advisors available
to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the management, auditors,
suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Advisor of any change in facts or circumstances
or new developments affecting the Company or Target or that might reasonably be considered material to the Advisor’s engagement
hereunder.


 


4. Representations; Warranties and Covenants.


 


The Company represents, warrants
and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with
the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof
and as of the consummation of the Business Combination. The Company acknowledges and agrees that the Advisor will use and rely on the
accuracy and completeness of the Information supplied to the Advisor without having the obligation to independently verify the same.


 


5. Indemnity.


 


The Company shall indemnify
the Advisor and its affiliates and their respective directors, officers, employees, stockholders, representatives and agents in accordance
with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.


 


Notwithstanding the foregoing
and Annex I, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in
or to any monies in the Company’s trust account established in connection with the IPO (“Trust Account”) with
respect to this Agreement (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of, or arising
out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.


 


6. Use of Name and Reports.


 


Without the Advisor’s
prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, representative
or agent thereof) shall quote or refer to, in any filings with the Securities and Exchange Commission, any advice rendered by the Advisor
to the Company or any communication from the Advisor, in each case, in connection with performance of the Advisor’s services hereunder,
provided, that if any such quote or reference is required by applicable federal or state law, regulation or securities exchange rule,
then (i) the Company shall provide the Advisor with a draft of such disclosure prior to the filing being made; and (ii) the Advisor shall
be given the opportunity to comment on same; and (iii) the Advisor’s consent shall not be unreasonably withheld.


 






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7. Status as Independent Contractor.


 


The Advisor shall perform
its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed
to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner,
except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting solely pursuant
to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between
the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty to the
Company or any other person in connection with any of the matters contemplated by this Agreement.


 


8. Potential Conflicts.


 


The Company acknowledges that
the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing investment banking
and advisory services from which conflicting interests may arise. Subject to applicable law, in the ordinary course of business, the Advisor
and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account
or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the
transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates
in conducting such business to the extent permitted by applicable law.


 


9. Entire Agreement.


 


This Agreement constitutes
the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement
in writing signed by the parties hereto.


 


10. Notices.


 


Any notices required or permitted
to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return receipt
requested, addressed to each party at its respective addresses set forth above, or such other address as may be given by a party in a
notice given pursuant to this Section, or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed, or
by electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed, three
days after such mailing).


 


11. Successors and Assigns.


 


This Agreement may not be
assigned by either party without the written consent of the other. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and, except where prohibited, to their successors and assigns.


 


12. Non-Exclusivity.


 


Nothing herein shall be deemed
to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the
Company of fees to such other consultants. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s
right to receive the Fee and reimbursement of expenses pursuant to this Agreement.


 


13. Applicable Law; Venue.


 


This Agreement shall be construed
and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws.


 






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In the event of any dispute
under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) resolved through final and
binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”)
or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures
of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion
of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) with one
of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather
than seeking to resolve it through another alternative forum set forth above.


 


In the event the dispute is
brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in
New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial
Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any
court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall be entitled
to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by the arbitrator[s]
prior to the commencement of the hearings.


 


In the event the dispute is brought by a party
in the courts of the State of New York or the United States District Court for the Southern District of New York, each party irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting
a copy thereof by registered or certified mail, postage prepaid, addressed to such party at the address set forth at the beginning of
this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action,
proceeding or claim. The parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


 


The Company hereby appoints,
without power of revocation, Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, Attn: Mr. Donald J. Puglisi,
Managing Director, as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration,
action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and
all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven
years from the date of this Agreement.


 


14. Counterparts.


 


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.


 


[Signature page follows]


 




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If the foregoing correctly
sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing
in the place provided below, at which time this letter shall become a binding contract.


 


	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 	 
	 	By:	                         
	 	Name: 	 
	 	Title:	 



 


	AGREED AND ACCEPTED BY:	 
	 	 
	LARKSPUR HEALTH ACQUISITION CORP.	 
	 	 	 
	By:	   	 
	Name:	Daniel J. O’Connor	 
	Title:	Chief Executive Officer	 






 



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ANNEX I


 


Indemnification


 


In connection with the Company’s
engagement of A.G.P./Alliance Global Partners (an “Advisor”) pursuant to that certain letter agreement (“Agreement”)
of which this Annex forms a part, Larkspur Health Acquisition Corp. (the “Company”) hereby agrees, subject to the second
paragraph of Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its affiliates and their respective directors,
officers, stockholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from
and against any and all claims, actions, suits, proceedings (including those of stockholders), damages, liabilities and expenses incurred
by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that
(A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the
Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s
behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable
fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such
claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person
is a party.


 


The Company will not, however,
be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of
any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the
Company for or in connection with the Company’s engagement of the Advisor except for any Claim incurred by the Company as a result
of such Indemnified Person’s gross negligence or willful misconduct.


 


The Company further agrees
that it will not, without the prior written consent of the Advisor which consent may not be unreasonably withheld, settle, compromise
or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder
(whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


Promptly upon receipt by an
Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being
sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but
failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent
such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by
such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory
to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such
Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant
in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably
concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available
to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim
and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company
fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right,
but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the
same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its
counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.


 






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In addition, with respect
to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to
retain his, her or its own counsel therefor at his, her or its own expense.








 


The Company agrees that if
any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not either
Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable
in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor on the other, in
connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s
contribution to such Claim exceed the amount of fees actually received by the Advisor from the Company pursuant to the Advisor’s
engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor on the other, with respect
to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received
by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor
is engaged to render services bears to (b) the fee paid or proposed to be paid to the Advisor in connection with such engagement.


 


The Company’s indemnity,
reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely
affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at
fault in any way.


 


 


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