Exhibit 10.4


 


Execution Version


 


March 22,
2021


 


Glass Houses Acquisition Corp.

3811 Turtle Creek Blvd., Suite 1100

Dallas, Texas 75219


 


Jefferies LLC

520 Madison Avenue

New York, New York 10022


 

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 Glass Houses Acquisition Corp., a Delaware corporation (the “Company”),
and Jefferies LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public
Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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-half of one 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 will be sold in the Public Offering pursuant to a registration statement
on Form S-1 and a prospectus (the “Prospectus”) included therein, filed by the Company with the Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The
Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce
the Company and the Underwriter 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, Glass Houses Sponsor LLC, a Delaware
limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member
of the Company’s board of directors, a nominee for membership on the board of directors and/or an executive officer of the
Company (each, an “Insider” and collectively, the “Insiders”), hereby agrees
with the Company as follows:


 


1. It
is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor. The Sponsor and each Insider agrees that if the Company seeks stockholder approval of
a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares
of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common
Stock owned by it, him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business
Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares
of Common Stock owned by it, him or her in connection therewith.


 






     


     


    

 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24
months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, 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 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock 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 earned on the funds held in the Trust
Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of such net interest
to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case
to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.
The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended and restated certificate of incorporation
that would affect 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 24 months from the closing of the Public Offering or with respect to any other
provisions relating to the rights of holders of our Common Stock, unless the Company provides its public stockholders 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 earned on the funds held in the Trust Account and
not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Offering
Shares.


 


The Sponsor and each
Insider acknowledges that it or he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held
by it. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it or him, if any,
any redemption rights it or 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 stockholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective
affiliates shall be entitled to redemption and liquidation rights with respect to any shares of Common Stock it or they hold if
the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering.)


 






    	 	2	 



     


    

 


The undersigned acknowledges
and agrees that prior to entering into a definitive agreement for a Business Combination with a target business that is affiliated
with the undersigned or any other Insiders of the Company or their affiliates, such transaction must be approved by a majority
of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent accounting firm that such Business
Combination is fair to the Company’s unaffiliated stockholders from a financial point of view. During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not,
without the prior written consent of the Underwriter, Transfer any Units, shares of Common Stock, Founder Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it or him. Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth
in this paragraph 4 or paragraph 8 below, the Company shall announce the impending release or waiver by press release through a
major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted
shall only be effective two business days after the publication date of such press release. 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.


 


3. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor, or any of the other undersigned) 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 for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into an acquisition 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) $10.00 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 franchise and income 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 Underwriter 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.


 






    	 	3	 



     


    

 


4. To
the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 3,000,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
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 Underwriter 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 Underwriter so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares
of Capital Stock after the Public Offering (not including shares of Common Stock underlying the Warrants or Private Placement Warrants).


 


5. (a)
In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the Insiders hereby agree
that until the earliest of the Company’s initial Business Combination or liquidation, the Insiders 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 the amount of deferred underwriting discounts held in trust and taxes payable
on the interest earned on the trust account), subject to any existing or future fiduciary or contractual obligations the undersigned
might have.


 


(b) Each
of Quincy Fennebresque and Tonya Clark hereby agree not to participate in the formation of, or become an officer or director of,
any other special purpose acquisition company with a class of securities registered under the Exchange Act until the Company has
entered into a definitive agreement with respect to a Business Combination or the Company has failed to complete a Business Combination
within 24 months after the closing of the Public Offering.


 


(c) The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a),
7(b), 8(a), 8(b), and 10, as applicable, 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 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 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
or (B) subsequent to the 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, capital stock exchange, reorganization or other similar transaction that results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock 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 shares of Common Stock
issued or issuable upon the exercise of the Private Placement Warrants), until 30 days 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”).


 






    	 	4	 



     


    

 


(c) Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of
Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that
are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), 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 affiliate of the members of the Sponsor, any affiliates of the Sponsor, or any employees of such
affiliates; (b) in the case of an individual, transfers 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, transfers by virtue of laws of descent and distribution upon death of
the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by
private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) transfers in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited
liability company agreement upon dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with
the consummation of an initial Business Combination or pursuant to paragraph 6 herein; and (i) in the event of the Company’s
liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the
completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through (e)
these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 


7. Each
of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by the
Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the
event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he or she
will not, prior to the consummation of the Business Combination, without the prior express written consent of the Company, (i)
use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required
by law or governmental authority), any information regarding a potential target of the Company that is not generally known by persons
outside of the Company, the Sponsor, or their respective affiliates. 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 (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 the 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. The Sponsor and each Insider’s
questionnaire furnished to the Company and the Underwriter is true and accurate in all material 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 or 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 or he or she is not currently a defendant in any such criminal proceeding.


 






    	 	5	 



     


    

 


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), other than
the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business
Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to Sponsor
for office space, utilities and professional, secretarial and administrative support for a total of $25,000 per month; interest
earned on the funds held in the trust account may be released to the Company to pay its franchise and income tax obligations; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination,
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or
any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination,
provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside
the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used
for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per whole warrant at the
option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability
and exercise period.


 


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 a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


 


10. As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean (a) the 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued
to the Sponsor (up to 750,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment
option is not exercised in full by the Underwriter) for an aggregate purchase price of $25,000, or $0.004 per share, prior to the
consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase 7,200,000
shares of Common Stock of the Company (or 7,800,000 shares of Common Stock if the over-allotment option is exercised in full) that
the Sponsor has agreed to purchase for an aggregate purchase price of $7,200,000 (or $7,800,000 if the over-allotment option is
exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public
Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering;
(vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public
Offering and certain of the proceeds from the sale of the Private Placement Warrants shall be deposited; and (viii) “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, 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).


 






    	 	6	 



     


    

 


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 all parties hereto.


 


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 party. 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. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


14. 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.


 


15. 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.


 






    	 	7	 



     


    

 


16. 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.


 


17. 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.


 


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 further that paragraph 5 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






    	 	8	 



     


    

 


	 	GLASS HOUSES SPONSOR LLC
	 	 
	 	By:	/s/ Quincy Fennebresque
	 	Name:	Quincy Fennebresque
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	/s/ Quincy Fennebresque
	 	 	Quincy Fennebresque
	 	 	 
	 	By:	/s/ Tonya Clark
	 		Tonya Clark
	 	 	 
	 	By:	/s/ Kwame Som-Pimpong
	 		Kwame Som-Pimpong
	 	 	 
	 	By:	/s/ Layne Logigian
	 		Layne Logigian
	 	 	 
	 	By:	/s/ Lee Styslinger III
	 		Lee Styslinger III
	 	 	 
	 	By:	/s/ Jonathan Auerbach
	 		Jonathan Auerbach
	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	GLASS HOUSES ACQUISITION CORP.
	 	 
	 	By:	/s/ Tonya Clark
	 	Name:	Tonya Clark
	 	Title:	Chief Financial Officer



 


[Signature Page to Letter Agreement]