INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and William Connolly (“Indemnitee”).
WARRANT AGREEMENT ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 28, 2021Warrant Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 28, 2021, is by and between Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their Public Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 28, 2021, is entered into by and among Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and Arbor Rapha Capital LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of October 28, 2021, is made and entered into by and among Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the "Company") and Arbor Rapha Capital LLC, a Delaware limited liability company (the "Sponsor" and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a "Holder" and collectively the "Holders").
UNDERWRITING AGREEMENT between ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I and CANTOR FITZGERALD & CO. Dated: October 28, 2021 ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
The undersigned, Arbor Rapha Capital Bioholdings Corp. I a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 14th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their Public Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
UNDERWRITING AGREEMENT between ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I and CANTOR FITZGERALD & CO. Dated: [ ], 2021 ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
The undersigned, Arbor Rapha Capital Bioholdings Corp. I a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor Fitzgerald" or the "Representative") and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the "Underwriters" or, each underwriter individually, an "Underwriter," provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
Arbor Rapha Capital Bioholdings Corp. I 333 Earle Ovington Blvd, Suite 900 Uniondale, New York 11553 Cantor Fitzgerald & Co. 110 East Fifty Ninth Street New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (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. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a p
ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I Uniondale, New York 11553Arbor Rapha Capital Bioholdings Corp. I • September 14th, 2021 • Blank checks • New York
Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), is pleased to accept the offer Arbor Rapha Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires,
ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I 333 Earle Ovington Blvd. Suite 900Administrative Support Agreement • October 8th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I 333 Earle Ovington Blvd. Suite 900Administrative Support Agreement • November 2nd, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
This Administrative Support Agreement (this “Agreement”) by and between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Arbor Rapha Capital LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
