Exhibit
10.1 


 


November 8,
2021


 


Finnovate
Acquisition Corp.,


 


The
White House,


20
Genesis Close, George Town


Grand
Cayman KY1 1208, Cayman Islands


 


EarlyBirdCapital,
Inc.


366
Madison Ave 8th Floor


New
York, NY 10017


 


	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) to be entered into by and between Finnovate Acquisition Corp., a Cayman Islands exempted
company (the “Company”), and EarlyBirdCapital, Inc. (the “Representative”), as the
representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public
offering (the “Public Offering”) of 15,000,000 of the Company’s units (including up to 2,225,000 units
that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary
share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and three-quarters of one
warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary
share 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 prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Company shall apply to have the Units listed on the Nasdaq Capital Market.
Certain capitalized terms used herein are defined in paragraph 10 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Finnovate Sponsor L.P., a Delaware
limited partnership (the “Sponsor”), and the other undersigned persons (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business
Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval.


 




    	 



    	 



    

 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association, the Sponsor and each Insider shall take all reasonable steps to cause the
Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
(10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A ordinary shares sold as part
of the Units in the Public Offering (the “Offering Shares”), at a per share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject
in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of
applicable law. The Sponsor and each Insider agrees to not propose, or vote in favor of, any amendment to the Company’s amended
and restated memorandum and articles of association (a) that would affect the ability of Public Shareholders to exercise redemption rights
with respect to the Offering Shares or modify the substance or timing of the Company’s obligation to redeem 100% of the Offering
Shares if the Company does not complete a Business Combination within 18 months from the closing of the Public Offering or (b) with respect
to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides
its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net
of taxes payable), divided by the number of then outstanding Offering Shares.


 


The
Sponsor and each Insider hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust
Account (“Claim”) with respect to the Founder Shares (including any Class A ordinary shares issuable upon conversion thereof)
held by such Sponsor or Insider and hereby waives any Claim each may have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Sponsor and each Insider
hereby further waives, with respect to all shares (including any Class A ordinary shares issuable upon conversion of the Founder Shares)
held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or
in the context of a tender offer made by the Company to purchase Class A ordinary shares (although the Sponsor and the Insiders shall
be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 18 months from the date of the closing of the Public Offering or such later period approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association).


 




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3.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
equity holders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent public accountants) for services
rendered or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction
agreement (a “Target”); provided, however, that such indemnification of the Company
by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than
the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in
the Trust Account to below (i) $10.2 0 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held
in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each
case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any
claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except
as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party,
the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to
defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


4.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,225,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no
cost, a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction, (i) the numerator of which is 2,225,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 2,225,000.


 


All
references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration
of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option
is not exercised in full by the Underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding
Shares after the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the
EBC Founder Shares). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased,
the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the
Public Offering at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering (assuming
the Initial Shareholders do not purchase any units in the Public Offering and excluding the EBC Founder Shares). In connection with such
increase or decrease in the size of the Public Offering, then (A) the references to 2,225,000 in the numerator and denominator of the
formula in the immediately preceding paragraph shall be changed to a number equal to 15% of the number of Class A ordinary shares included
in the Units issued in the Public Offering (not including any over-allotment shares) and (B) the reference to 562,000 in the formula
set forth in the immediately preceding paragraph shall be adjusted to such number of Founder Shares that the Founder Shares would represent
an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering (assuming the Initial Shareholders
do not purchase any units in the Public Offering and excluding the EBC Founder Shares).


 




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5.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 6(a), 6(b) and 8 of this
Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


6.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Class A ordinary shares issuable
upon conversion thereof) held by such Sponsor or Insider until the earlier of (A) six months after the completion of the Company’s
the initial Business Combination or (B) the date on which the Company will consummate a liquidation, merger, amalgamation, share exchange,
reorganization, or other similar transaction after initial Business Combination that results in all of the Company’s shareholders
having the right to exchange their ordinary shares for cash, securities or other property(the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Class A ordinary shares
issued or issuable upon the conversion or exercise of the Private Placement Warrants), until after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares, Private Placement Warrants and
Class A ordinary shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares by
the Sponsor and the Insiders during the Lock-up Periods are permitted (a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b)
in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which
is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case
of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware
or the Sponsor’s limited partnership agreement, as amended from time to time, upon dissolution of the Sponsor; or (h) in the event
of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, except in
the case of clauses (f) or (h) or with the Company’s prior consent, these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 




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7.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company, if any (including any such information included in the Prospectus),
is true and accurate in all respects and does not omit any material information with respect to such Insider’s background. The
Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor and
each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist
order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding.


 


8.
Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of
any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


9.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer/and or director of the Company.


 


10.
As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Class A ordinary shares and the Class B ordinary shares; (iii) “Founder Shares”
shall mean the 4,312,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation
of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the 7,400,000 (or up to 8,243,038 if the Underwriters exercise
the over-allotment option in full) Warrants that the Sponsor has agreed to purchase in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which the net proceeds
of the Public Offering shall be deposited; (viii) “EBC Founder Shares” shall mean the 150,000 Class A ordinary
shares, par value $0.0001 per share, issued to the Representative and its designees and outstanding immediately prior to the consummation
of the Public Offering; and (ix) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any
such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to
effect any transaction specified in clause (a) or (b).


 




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11.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by the Sponsor and each Insider that is the subject of any such change, amendment modification or waiver.


 


12.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. 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 shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and Permitted Transferees.


 


13.
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.


 


14.
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. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


15.
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.


 




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16.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


17.
Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable
or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


18.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by December 31, 2021; provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.


 


19.
Each of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the Public Offering and that that the Representative on behalf of the Underwriters
is a third party beneficiary of this Letter Agreement. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject
matter hereof.


 




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	 	Sincerely,
	 	 
	 	FINNOVATE
    SPONSOR L.P.
	 	Through
    its General Partner,
	 	FINNOVATE
    SPONSOR LLC
	 	 	 
	 	By:	/s/
    Ron Golan
	 	Name:	Ron
    Golan
	 	Title:	Managing
    Member
	 	 	 
	 	And
    Officers and Directors of the Compny:
	 	 	 
	 	By:	/s/
    David Gershon
	 	Name:	David
    Gershon
	 	Title:	Chairman
    and Chief executive Officer
	 	 	 
	 	By:	/s/
    Ron Golan
	 	Name:	Ron
    Golan
	 	Title:	Director
    and Chief Financial Officer
	 	 	 
	 	By:	/s/
    Jonathan Ophir
	 	Name:	Jonathan
    Ophir
	 	Title:	Chief
    Investment Officer
	 	 	 
	 	By:	/s/
    Nadav Zohar
	 	Name:	Nadav
    Zohar
	 	Title:	Director
	 	 	 
	 	By:	/s/
    Mitch Garber
	 	Name:	Mitch
    Garber
	 	Title:	Director
	 	 	 
	 	By:	/s/
    Gustavo Schwed
	 	Name:	Gustavo
    Schwed
	 	Title:	Director


 


	Acknowledged
    and Agreed:
	 
	FINNOVATE
    ACQUISITION CORP.
	 	 	 
	By:	/s/
                                            David Gershon
	 
	Name:	David
    Gershon	 
	Title:	Chairman
    and Chief executive Officer	 


 


[Signature Page - Letter Agreement]