Exhibit 10.1


 


___________, 2021


 


BrightSpark Capitol Corp.

1300 17th Street North, Suite 820

Arlington, Virginia 22209


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter agreement
(this “Letter Agreement”) is being delivered to you in accordance with the underwriting agreement (the
“Underwriting Agreement”) entered into by and between BrightSpark Capitol Corp., a Delaware corporation
(the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”)
of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten
initial public offering (the “IPO”) of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-quarter of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph
14 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of the undersigned (each, an “Insider,”
and collectively, the “Insiders”), hereby agrees, severally but not jointly, with the Company as follows:


 


1. If
the Company solicits approval of its stockholders of a Business Combination, then in connection with such proposed Business Combination,
such Insider will (i) vote all shares of Capital Stock beneficially owned by such Insider, whether acquired before, in or after
the IPO, in favor of such Business Combination and (ii) not redeem any shares of Common Stock owned by such Insider in connection
with such stockholder approval (although the Insiders and their respective affiliates shall be entitled to redemption and liquidation
rights with respect to any Offering Shares such Insiders hold if the Company fails to consummate a Business Combination within
the time period set forth in the Certificate of Incorporation). If the Company seeks to consummate a proposed Business Combination
by engaging in a tender offer, such Insider agrees that such Insider will not sell or tender any shares of Common Stock owned by
such Insider in connection therewith.


 


2. In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s amended
and restated certificate of incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”),
such Insider will, as promptly as possible, (i) cause the Trust Account to be liquidated and the aggregate amount then held
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to pay
taxes and less up to $100,000 of interest to pay dissolution expenses, distributed to the holders of Offering Shares and (ii) cause
the Company to liquidate as soon as reasonably practicable.


 



     


     


    




 


3. Such
Insider hereby agrees to not propose, or vote in favor of, an amendment to the Certificate of Incorporation prior to the consummation
of a Business Combination to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination within the time period set forth in the Certificate of Incorporation or with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity unless the Company provides Public Stockholders
with the opportunity to redeem their Offering Shares at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (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, upon such approval
of any such amendment in accordance with such Section 9.7 thereof.


 


4. Such
Insider hereby waives, with respect to any shares of Common Stock held by such Insider, if any, any redemption rights such Insider
may have in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation to (i) modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth
in the Certificate of Incorporation or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial
Business Combination activity (although the Insiders and their respective affiliates shall be entitled to redemption and liquidation
rights with respect to any Offering Shares such Insiders hold if the Company fails to consummate a Business Combination within
the time period set forth in the Certificate of Incorporation).


 


5. Such
Insider hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and
any remaining net assets of the Company as a result of such liquidation with respect to the Founder Shares owned by such Insider
and hereby waives any such right, title, interest or claim such Insider 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.


 


6. In
the event of the liquidation of the Trust Account, BrightSpark Capitol Sponsor LLC (the “Sponsor” (but
not, for purposes of clarification, any other stockholders, members or managers of the Sponsor, or any of the other Insiders))
agrees to indemnify and hold harmless the Company for any debts and obligations to prospective target businesses with which the
Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement
or third parties that are owed money by the Company (other than the Company’s independent registered public accounting firm)
for services rendered or contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt
or obligation does not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser
amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account which may
be withdrawn to pay the Company’s taxes; provided that such indemnity shall not apply (i) if such prospective
target business or third party has executed a valid and enforceable agreement waiving any right, title, interest or claim of any
kind they may have in or to any monies held in the Trust Account or (ii) as to any claims under the Company’s obligation
to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”). 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. Such Insider acknowledges and agrees that there will be no distribution from the Trust Account with respect
to any warrants, all rights of which will terminate on the Company’s liquidation.


 






    2


     


    

 


7. Except
as disclosed in, or expressly contemplated by, the Registration Statement, neither such Insider nor any affiliate of such Insider
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). Notwithstanding the foregoing, the undersigned
and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred
in connection with identifying, investigating and consummating a Business Combination.


 


8. (a) Such
Insider will not, without the prior written consent of the Representative pursuant to the Underwriting Agreement, offer, sell,
contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably
be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by such Insider or any affiliate of such Insider or any person in privity with such Insider or any affiliate of such
Insider), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities
and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”)
with respect to, any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable
or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction (“Transfer”),
for a period of 180 days after the date of the Underwriting Agreement; provided, however, the foregoing shall not apply
to the forfeiture of any Founder Shares pursuant to their terms or any Transfer of Founder Shares to current or future independent
directors of the Company (as long as such current or future independent director is subject to the terms of this Letter Agreement
with respect to such Founder Shares at the time of such Transfer, and as long as, to the extent any reporting obligation under
Section 16 of the Exchange Act is triggered as a result of such Transfer, any related Section 16 filing includes a practical explanation
of the Transfer). The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a Transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the Transfer.


 


(b) Such
Insider agrees that until the Company consummates a Business Combination, such Insider’s Private Placement Warrants will
be subject to the transfer restrictions described in the private placement warrants purchase agreement relating to such Insider’s
Private Placement Warrants.


 






    3


     


    

 


(c) Such
Insider agrees that such Insider shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof)
until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to
the Company’s initial Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on
which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in
all of the Company’s Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or
other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, Transfers of the
Founder Shares and shares of Common Stock issued or issuable upon the conversion of the Founder Shares and that are held by any
Insider or any of their permitted transferees (that have complied with this paragraph), are permitted (a) to the Company’s
sponsors, officers, directors, employees, consultants or affiliates, or any affiliates or family members of any of the Company’s
sponsors, officers, directors, employees, consultants or affiliates, any members of the Sponsor, or any affiliates of the Sponsor;
(b) to a holder’s officers, directors, employees or members upon the holder’s liquidation, in each case if the holder
is an entity; (c) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of
which is a member of the holder or a member of the holder’s immediate family or an affiliate of such person, or to a charitable
organization; (d) by virtue of laws of descent and distribution upon death; (e) pursuant to a qualified domestic relations order;
(f) to the Company for no value for cancellation in connection with the consummation of a Business Combination; (g) by private
sales or transfers made at, prior to or in connection with the consummation of a Business Combination at prices no greater than
the price at which the securities were originally purchased; (h) in the event of the Company’s liquidation prior to the completion
of its initial Business Combination; (i) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability
company agreement, as amended, upon dissolution of the Sponsor; or (j) in the event of the Company’s completion of a liquidation,
merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s
completion of a Business Combination; provided, however, that, in each case (except for clause (j) or with the prior written consent
of the Company), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust
Account and liquidating distributions).





 


(d) To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within
45 days from the date of the final prospectus related to the IPO (and as further described in the Registration Statement), such
Insider (if such Insider is the Sponsor and holds Founder Shares) agrees that it shall forfeit, at no cost, its pro rata
portion of a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is
3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option and (ii) the
denominator of which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the number of Founder Shares will represent an aggregate of 20.0% of the Company’s issued
and outstanding shares of Capital Stock after the IPO (not including shares of Common Stock underlying the Warrants or the Private
Placement Warrants). Such Insider further agrees that to the extent that the size of the IPO is increased or decreased, the Company
will effect a stock dividend or share repurchase or contribution back to capital, as applicable, immediately prior to the consummation
of the IPO in such amount as to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding shares
of Capital Stock upon the consummation of the IPO. In connection with such increase or decrease in the size of the IPO, then (A)
the references to 3,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed
to a number equal to 15.0% of the number of shares included in the Units issued in the IPO and (B) the reference to 750,000 in
the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Insiders
(if such Insiders hold Founder Shares) would have to return to the Company in order for the number of Founder Shares to equal an
aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the IPO.


 






    4


     


    

  


9. In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, such Insider hereby agrees
that until the earlier of the Company’s initial Business Combination and liquidation, the undersigned shall present to the
Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value of at
least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income
accrued on the Trust Account), subject to any pre-existing fiduciary or contractual obligations such Insider might have.


 


10. Such
Insider’s biographical information previously furnished to the Company and the Representative (including any such information
included in the Registration Statement) is true and accurate in all respects, does not omit any material information with respect
to such Insider’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act. Such Insider’s questionnaires previously furnished to the Company and the Representative
are true and accurate in all respects. Such Insider represents and warrants that such Insider:


 


(a) 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;





 


(b) has
never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction
or handling of funds of another person or (iii) pertaining to any dealings in any securities and he is not currently a defendant
in any such criminal proceeding; and


 


(c) 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.


 


11. Such
Insider has full right and power, without violating any agreement by which such Insider 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 of the Company, and, as applicable, hereby consents to being named in the
Registration Statement as an officer and/or director of the Company.


 


12. To
the extent the Sponsor is required to restructure or change the terms of any of the Founder Shares or Private Placement Warrants
held by the Sponsor, such Insider will agree to and approve the same changes to the Founder Shares or Private Placement Warrants
held by such Insider.


 


13. Such
Insider hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach of such Insider’s obligations under any of the foregoing paragraphs 1 through 12, (ii) monetary damages
may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in
addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


14. As
used herein, (i) a “Business Combination” shall mean a merger, stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses or entities; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor prior
to the consummation of the IPO; (iv) “Offering Shares” shall mean the shares of Common Stock issued
in the Company’s IPO; (v) “Private Placement Warrants” shall mean the warrants to purchase
shares of Common Stock that are being sold privately by the Company to certain Insiders simultaneously with the consummation of
the IPO; (vi) “Public Stockholders” shall mean the holders of securities issued in the IPO; (vii)
“Registration Statement” means the Company’s registration statement on Form S-1 (File No. 333-253724)
filed with the Commission; and (viii) “Trust Account” shall mean the trust account into which a portion
of the net proceeds of the IPO and the sale of the Private Placement Warrants will be deposited. 


 


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.
Such Insider hereby (i) agrees that any action, proceeding or claim against such Insider arising out of or relating in any
way to this Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and
(ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 






    5


     


    

 


16. 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 (1) each Insider that is the subject of any such change, amendment, modification or waiver,
(2) the Company and (3) the Sponsor.


 


17. 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 IPO. Nothing contained herein shall be deemed to render any of the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


18. 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 each Insider and its respective successors, heirs and assigns and Permitted Transferees.


 


19. 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.


 


20. 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.


 


21. 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.


 


22. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this Letter Agreement prior to its termination.


 


[Signature Page Follows]


 




    6


     


    

 


	 	Sincerely,
	 	 	 
	 	BRIGHTSPARK CAPITOL SPONSOR LLC
	 	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[____________]
	 	 	 
	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	
	 	 	 
	 	[____________]
	 	 	 
	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 






 


[Signature Page to Letter Agreement]


 




     


     


    




 


	 	Acknowledged and agreed:
	 	 	 	 
	 	BRIGHTSPARK CAPITOL CORP.
	 	 	 	 
	 	By:	   
	 		Name:	Alfheidur H. Saemundsson
	 		Title:	Chief Financial Officer, Treasurer

 and Secretary



 


[Signature Page to Letter Agreement]