INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 20, 2021, by and between LARKSPUR HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and each of the undersigned persons (each, an “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 20, 2021, by and between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
7,500,000 Units LARKSPUR HEALTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto, 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”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2021, is made and entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), Larkspur Health LLC, a Delaware limited liability company (“Larkspur”), certain additional sponsor investors (the “Additional Sponsor Investors,” and together with Larkspur, the “Sponsors”), A.G.P./Alliance Global Partners (“the “Representative,” and together with the Sponsors and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
New York, NY 10022 December 20, 2021Advisory Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Larkspur Health Acquisition Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to assist it in connection with the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-256056), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation, with offices at 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
December 20, 2021Underwriting Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant (the “Warrant”). Each whole 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 will be sold in the Public Offering pursuant
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Private Units Purchase Agreement (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the individuals listed in Schedule I (each a “Subscriber” and collectively, the “Subscribers”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Private Units Purchase Agreement (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Larkspur Health LLC, a Delaware limited liability company (the “Subscriber”).
