Exhibit 10.20


 


November 18, 2021


 


Larkspur Health Acquisition Corp.


100 Somerset Corporate Blvd., 2nd Floor


Bridgewater, New Jersey 08807


Attn: Daniel J. O’Connor, CEO


Email: danjoc64@gmail.com


 


Re: Founder Shares Transfer by Larkspur Health LLC



 


Ladies and Gentlemen:


 


Reference is made to (i) the
Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Larkspur Health Acquisition
Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, 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 7,500,000 of
the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and three-fourths of one redeemable warrant (the “Warrant”), and (ii) that certain Subscription Agreement (the
“Larkspur Subscription Agreement”) by and between the Company and Larkspur Health LLC (“Larkspur”),
pursuant to which Larkspur received 1,494,998 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”).


 


In order to induce the undersigned
investors (the “Additional Sponsor Investors,” and together with Larkspur, the “Sponsors”)
to participate in their roles as the sponsors to the Company in connection with entering into the Underwriting Agreement and the Public
Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Larkspur hereby
agrees to assign and transfer 231,423 of the Shares to the Additional Sponsor Investors in the amounts set forth on Exhibit A,
and the Additional Sponsor Investors hereby agree to pay to Larkspur the amount of purchase price set forth on Exhibit A, effective
as of the date hereof.


 


This letter agreement may
not be changed, amended, modified or waived as to any particular provision, with or without the consent of the parties hereto. No party
hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder. 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 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. 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. 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.


 


Unless otherwise specifically
provided herein, the terms, rights and obligations with regard to the Shares upon transfer to the Sponsors shall be governed by the terms,
rights and obligations as set forth in the Larkspur Subscription Agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	LARKSPUR: 
	 	 
	 	LARKSPUR HEALTH LLC
	 	 	 
	 	By:	/s/  Daniel J. O’Connor
	 	Name:	Daniel J. O’Connor
	 	Title:	Manager
	 	 	 
	 	ADDITIONAL SPONSOR INVESTORS:
	 	 
	 	M2B FUNDING CORPORATION
	 	 	 
	 	By:	/s/ Daniel Kordash
	 	Name:	Daniel Kordash
	 	Title:	President
	 	 	 
	 	APOLLO MANAGEMENT GROUP, INC
	 	 	 
	 	By:	/s/ Yohan Naraine
	 	Name:	Yohan Naraine 
	 	Title:	President
	 	 	 
	 	ALPHA CAPITAL ANSTALT
	 	 	 
	 	By:	/s/ Nicola Feuerstein
	 	Name: 	Nicola Feuerstein
	 	Title:	Director



 


Acknowledged and Agreed:


 


	COMPANY: 	 
	 	 
	LARKSPUR HEALTH ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Daniel J. O’Connor	 
	Name: 	Daniel J. O’Connor	 
	Title:	Chief Executive Officer	 
	 	 	 



 


[Signature Page to Side Letter – Larkspur
Health LLC & New Investors]


 






    


     


    

 


Exhibit A


 


	Additional Sponsor Investor	 	Number of
 Shares
 Transferred


    by

 Larkspur	 	 	Purchase

 Price

 Paid to

 Larkspur	 
	M2B Funding Corporation	 	 	97,046	 	 	$	1,125.17	 
	Apollo Management Group, Inc	 	 	97,046	 	 	$	1,125.17	 
	Alpha Capital Anstalt	 	 	37,331	 	 	$	432.83	 
	TOTAL	 	 	231,423	 	 	$	2,683.17