WARRANT AGREEMENT ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • October 8th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 8th, 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 [●], 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 • October 8th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of [●], 2021, is made and entered into by and among Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the "Company"), Arbor Rapha Capital LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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: [ ], 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 • October 8th, 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 333 Earle Ovington Blvd. Suite 900Administrative Support Agreement • October 8th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
