Exhibit 10.19


 


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 A.G.P./Alliance Global Partners


 


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”); (ii) that certain Subscription Agreement (the “AGP
Subscription Agreement”) by and between the Company and the Representative, pursuant to which the Representative received
632,500 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”); and (iii) that certain
letter agreement (the “Forfeiture Letter”) dated September 11, 2021 by and among the Representative, Larkspur
Health LLC ( “Larkspur”) and the Company pursuant to which the Representative forfeited 21,777 Shares.


 


In order to induce the undersigned
investors (the “Additional Sponsor Investors,” and together with Larkspur, the “Sponsors”)
to participate in their roles as 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, the Representative hereby
agrees to assign and transfer 110,723 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 the Representative the amount of purchase price set forth on Exhibit A,
effective as of the date hereof. In addition, if the Underwriters exercise their over-allotment option in connection with the Public Offering,
the Representative hereby agrees to assign and transfer an additional 4,494 of the Shares to the Sponsors if the Underwriters do not exercise
their over-allotment option, effective upon expiration of the over-allotment option exercise period.


 


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 A.G.P. Subscription Agreement.


 


[Signature Page Follows] 


 




     


    


    

 


	 	Sincerely,
	 	 
	 	REPRESENTATIVE: 
	 	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 	 
	 	By:
    	/s/ Thomas J. Higgins
	 	Name:
    	Thomas J. Higgins
	 	Title:
    	Managing Director
	 	 	 
	 	ADDITIONAL SPONSOR INVESTORS:
	 	 	 
	 	ALPHA CAPITAL ANSTALT
	 	 	 
	 	By:
    	/s/ Nicola Feuerstein
	 	Name: 	Nicola Feuerstein
	 	Title: 	Director
	 	 	 
	 	RANGE VENTURES, LLC
	 	 	 
	 	By:	/s/ Stephen Christoffersen
	 	Name: 
    	Stephen Christoffersen
	 	Title:
    	Managing Member
	 	 	 
	 	/s/ Nicholas Kovacevich
	 	Nicholas Kovacevich
	 	 	 
	 	/s/ Thomas Poletti
	 	Thomas Poletti



 


	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 – AGP &
New Investors]


 




    


     


    

 


Exhibit A


 


	Additional Sponsor Investor	 	Number of

 Shares

 Transferred 

by the Representative	 	 	Purchase

 Price Paid

 to the

 Representative	 
	Alpha Capital Anstalt	 	 	59,715	 	 	$	692.34	 
	Nicholas Kovacevich	 	 	21,097	 	 	$	244.60	 
	Thomas Poletti	 	 	10,549	 	 	$	122.30	 
	Range Ventures, LLC	 	 	19,362	 	 	$	224.49	 
	TOTAL	 	 	110,723	 	 	$	1,283.73