Exhibit 10.1


 


[__________], 2021


ICG Hypersonic Acquisition Corp.


717 Fifth Ave, 18th Floor

New York, NY 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”)
entered into by and between ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and Barclays
Capital Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”)
of up to 28,750,000 of the Company’s units (including up to 3,750,000 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 “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public
Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject
to adjustment as described in the Prospectus (as defined below). The Units will 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 U.S. Securities and Exchange
Commission (the “Commission”) and the Company has applied to have the Units listed on the Nasdaq Stock Market
LLC.


 


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, each of ICG Hypersonic 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
and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	As used herein: (i) “Business Combination” shall mean the initial merger,
                                                              capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and
                                                              one or more businesses; (ii) “Charter” shall mean the Company’s amended and restated certificate of
                                                              incorporation, as it may be amended from time to time; (iii) “Common Stock” shall mean the Class A Common
                                                              Stock and Class B common stock, par value $0.0001 per share (“Class B Common Stock”); (iv)
                                                              “Founder Shares” shall mean the 7,187,500 shares of Class B Common Stock issued and outstanding (up to
                                                              937,500 shares of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the
                                                              Underwriter); (v) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares;
                                                              (vi) “Private Placement Warrants” shall mean the 4,666,667 warrants (or 5,166,667 warrants if the
                                                              over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 (or $7,750,000 if the over-allotment option is exercised in full), or $1.50 per warrant, in a private placement that shall occur
                                                              simultaneously with the consummation of the Public Offering; (vii) “Public Stockholders” shall mean the
                                                              holders of securities issued in the Public Offering; (viii) “Transfer” shall mean the (a) sale 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); (ix)
                                                              “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public
                                                              Offering and the sale of the Private Placement Warrants shall be deposited; and (x) “Warrants” shall mean
                                                              the Private Placement Warrants and Public Warrants.



 






     


     


    

 


		2.	Each of 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 Common 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, each of 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.



 


		3.	Each of 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 Charter, 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 business days
thereafter, redeem 100% of the shares of Class A 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 its taxes (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 Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if
any), 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, liquidate and dissolve, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and other requirements of applicable law. Each of the Sponsor and each Insider agrees
to not propose any amendment to the Charter to 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 the required time period set forth in the Charter or with
respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, 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 taxes, divided by the number of then outstanding
Offering Shares.



 


Each of the Sponsor and each Insider acknowledges
that it, 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, him or her. Each of the Sponsor
and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights
it, he or she may have in connection with (A) 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 (B) a stockholder vote to approve an amendment
to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company
has not consummated a Business Combination within the time period set forth in the Charter or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates 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 the time period
set forth in the Charter).


 






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		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days
                                                              after such date, each of the Sponsor and each Insider shall not, without the prior written consent of the Underwriter, (i) sell,
                                                              offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
                                                              dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
                                                              position within the meaning of Section 16 of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, shares of Common Stock (including,
but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii). The provisions of this paragraph will not apply to any transfer permitted under paragraph 8(c) hereof
or 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.



 








		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its
initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
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) 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 (other than the Company’s independent registered public accounting firm) or (ii) any prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification of the Company
by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the
amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held
in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third
party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is
enforceable) and (z) shall not apply 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 Indemnitor 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 Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		6.	To the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional
3,750,000 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 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriter upon the exercise of its over-allotment option, and (ii) the denominator of which
is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter
so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after
the Public Offering (not including shares of Class A Common Stock underlying the Public Warrants or Private Placement Warrants). The Sponsor
further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units
or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such
amount as to maintain the ownership of the initial stockholders prior to the Public Offering at 20.0% of its issued and outstanding shares
of Common Stock upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering,
then (A) the references to 3,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be
changed to a number equal to 15% of the number of Public Shares included in the
Units issued in the Public Offering and (B) the reference to 937,500 in the formula set forth in the first sentence of this paragraph
shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial stockholders
to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after the Public Offering (not including
shares of Class A Common Stock underlying the Public Warrants or Private Placement Warrants).



 









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		7.	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 2,
3, 4, 5, 6, 8(a), and 8(b), 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.



 


		8.	(a)                 The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or
                                                              any shares of Class A 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 Business Combination, (x) if the closing price of the Class A
                                                              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 Class A 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 any share of Class
A 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”).


 


(c)                
Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares 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 affiliate or family member of any of the Company’s officers
or directors, any affiliate of the Sponsor or to any members or partners of the Sponsor or any of their affiliates; (b) in the case of
an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of
such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of such 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 any forward purchase agreement or similar arrangement
or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation
or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all
of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property
subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case of
clauses (a) through (f), 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 Letter Agreement (including provisions relating to voting, the
Trust Account and liquidating distributions).


 






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		9.	Each of 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. Each Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each of 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.



 


		10.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor
or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
non-cash payments, 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; payments
to the Sponsor for certain office space, secretarial and administrative services as may be reasonably required by the Company of $10,000
per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing 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 an affiliate of 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 $2,000,000 of such loans may be convertible into warrants at a price
of $1.50 per 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.



 


		11.	Each of 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.



 


		12.	The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.



 


		13.	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.



 


		14.	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.



 









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		15.	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.



 


		16.	This Letter Agreement may be executed in any number of original, electronic 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.



 


		17.	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.



 


		18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York. 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.



 


		19.	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, email or facsimile transmission.



 


		20.	This Letter Agreement shall terminate
                                            on the earlier of (i) the expiration of the Lock-up Periods and (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 5 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	ICG HYPERSONIC SPONSOR LLC
	 	 	 
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:   
	 	 	 
	 	 	 
	 	Andrew L. Farkas
	 	 	 
	 	 	 
	 	Jeff T. Blau
	 	 	 
	 	 	 
	 	William P. Lauder
	 	 	 
	 	 	 
	 	Peter J. Levine
	 	 	 
	 	 	 
	 	Andrea L. Olshan
	 	 	 
	 	 	 
	 	Henry R. Silverman
	 	 	 
	 	 	 
	 	Jeffrey P. Cohen
	 	 	 
	 	 	 
	 	Matthew J. Stern
	 	 	 
	 	 	 
	 	Marc W. Levy
	 	 	 
	 	 	 
	 	Geoffrey H. Woodward
	 	 	 
	 	 	 
	 	Thomas S. Mukamal


 


	Acknowledged and Agreed:	 
	 	 
	ICG HYPERSONIC ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name: Jeffrey P. Cohen	 
	 	Title:   Chief Executive Officer	 


 


[Signature Page to Letter Agreement]