Exhibit 10.2


 


THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.





 


PROMISSORY NOTE


 


Principal Amount: Up to $300,000     Dated
as of March 10, 2021


 


FOR VALUE RECEIVED and subject to the terms and conditions
set forth herein, Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (“Maker”), promises to pay to Arbor
Rapha Capital LLC, a Delaware limited liability company, (“Payee”), or order, the principal sum of Three Hundred Thousand
Dollars ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the
Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments
on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account
as Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.          Principal.
The entire unpaid principal balance of this Note shall be due and payable in full on the earlier of: (i) December 31, 2021,
and (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii),
the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal
balance may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including
but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities
of Maker hereunder.


 


2.          Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in draw
downs under this Note to be used for costs and expenses related to Maker’s formation and the proposed initial public offering of
its securities (the “IPO”). The principal of this Note may be drawn down from time to time prior to the Maturity Date
upon request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn
down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each
Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that
the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand Dollars ($300,000). No fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


3.          Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


4.          Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.


 






    


     


    

 


5.          Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)       Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.


 


(b)       Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(c)       Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.


 


6.            Remedies.


 


(a)       Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)       Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.


 


7.            Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall
not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to Maker or affecting Maker’s liability hereunder.


 



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9.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service to the address designated in writing; (ii) by
facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such
party; or (iii) by electronic mail (including .pdf), to the electronic mail address most recently provided to such party or such
other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be
deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic mail, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


10.          Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


11.          Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the trust account (“Trust Account”) to be established
in which the proceeds of the IPO to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the
proceeds of the sale of the warrants to be issued in a private placement to occur prior to the consummation of the IPO are to be deposited,
as described in greater detail in the registration statement and prospectus to be filed with the U.S. Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account for any reason whatsoever.


 


13.          Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.


 


14.          Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I
	 	 
	 	By:	/s/ Ivan Kaufman
	 	 	Name:	 Ivan Kaufman
	 	 	Title:	 Chief Executive Officer






 


	Agreed and Acknowledged:	 
	 	 
	ARBOR RAPHA CAPITAL LLC	 
	 	 
	By:	 /s/ Ivan Kaufman	 
	Name:	Ivan Kaufman	 
	Title:	Authorized Signatory    	 







 


[Signature Page to Promissory
Note]