Exhibit 10.1


 


February 25, 2021


 


Freedom Acquisition I Corp.





14 Wall Street, 20th Floor





New York, NY 10005


 


	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 Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”),
and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s
units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A
Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one Class A Ordinary Share 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 New York Stock
Exchange. 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 Public Offering, to induce the LVS III SPE XLIII LP, a Delaware limited
partnership (the “PIMCO Investor”), and Freedom Acquisition LLC, a Cayman Islands limited liability company
(the “Freedom I Consortium”), to invest in Freedom Acquisition I LLC, a Cayman Islands limited liability
company (the “Sponsor”), and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each of the Sponsor, the PIMCO Investor, the Freedom I Consortium (together with the PIMCO Investor,
the “Investors”) and the undersigned individuals, each of whom is, or will be, a member of the Company’s
board of directors and/or management team or an employee of the Company (each of the undersigned individuals, 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 written consent of the Sponsor and the PIMCO Investor.



 


		2.	The Sponsor and each Insider agrees with the Company 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 Ordinary Shares
(as defined below) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary
Shares owned by it, him or her in connection with such shareholder 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 Ordinary
Shares owned by it, him or her in connection therewith.



 


		3.	The Sponsor and each Insider hereby agrees with the Company 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 shareholders
in accordance with the Company’s amended and restated memorandum and articles of association (as it may be amended from time
to time, 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 (10) business
days thereafter, 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
(as defined below), including interest earned on the funds held in the Trust Account (less taxes payable and 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’ (as defined below) rights as shareholders (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 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 in all cases subject to
the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination
or 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 (B) with respect to any other material provisions 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 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.


 


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. The Sponsor
and each Insider hereby further waives, with respect to any Ordinary Shares 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 shareholder vote to approve such Business Combination, or (b) a shareholder vote
to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with its 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 Charter or (B) with respect to any other material provisions relating
to shareholders’ 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 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 the time period
set forth in the Charter).


 


		4.	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 or an independent valuation or appraisal firm that such Business Combination is fair
to the Company from a financial point of view.



 


		5.	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 Representative, (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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares),
Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares (but excluding Units and



 




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Ordinary Shares purchased in the Public Offering
or thereafter) 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, Ordinary Shares (including, but not limited to, Founder
Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares 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 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.


 


		6.	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”), 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) 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) 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, in each case, 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 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 Indemnitor shall not be responsible to the extent of any liability for
such third party claims. 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.



 


		7.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 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 equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriters so that the Founder Shares will represent an aggregate of 20% of the Company’s issued and outstanding Ordinary
Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement Warrants
(as defined below)). The Initial Shareholders further agree 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 number of Founder Shares at 20% of the issued
and outstanding Ordinary Shares 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 4,500,000 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 Class A Ordinary Shares included in the Units
issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the first sentence of this paragraph
shall be adjusted to such number of Founder Shares



 




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that the Sponsor would have to surrender to the
Company in order for the number of Founder Shares to be equal to an aggregate of 20% of the Company’s issued and outstanding
Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement
Warrants).


 


		8.	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 an Insider of its, his or her obligations under paragraphs 2, 3, 5, 6, 7, 9(a),
9(b) and 12, 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. The Investors shall also be entitled to seek injunctive relief, in addition
to any other remedy that such parties may have in law or in equity, in the event of a breach under this Letter Agreement.



 


		9.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary
Shares 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 Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, 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, share exchange or other similar
transaction that results in all of the Company’s shareholders having the right to exchange their Class A 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 any Class A Ordinary Shares underlying 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
9(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying 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 9(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 of the Sponsor
or any affiliates of such members and funds and accounts advised by such members; (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) in the event of the Company’s liquidation prior to the completion of an
initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company
agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, share exchange
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 Company’s completion of an initial Business Combination;
provided, however, that in the case of clauses (a) through (e) or (g), 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).


 




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		10.	Prior to the consummation of the initial Business Combination, each of the PIMCO Investor and the Freedom I Consortium shall
have the right to appoint one representative to the board of directors of the Company and two observers of the board of directors
of the Company commencing on the effective date of the registration statement on Form S-1 related to the Public Offering until
the earlier to occur of (i) any Business Combination and (ii) either the Freedom I Consortium or the PIMCO Investor transferring
or disposing of any of their membership interests in the Sponsor, other than to an affiliate of such investor. The Freedom I Consortium
shall have the right to nominate three independent directors for election to the board of directors of the Company, with such candidates
subject to the approval of the PIMCO Investor (such approval not to be unreasonably withheld). The Sponsor agrees to vote the Founder
Shares in favor of (a) each of the Freedom I Consortium’s and the PIMCO Investor’s appointees to the board of directors
when each of the Freedom I Consortium and the PIMCO Investor’s appointees are up for election and (b) the independent director
nominees designated by the Freedom I Consortium and approved by the PIMCO Investor when each of such nominees is up for election.
Any changes to the identity of the Freedom I Consortium’s or the PIMCO Investor’s appointees to the board of directors
shall be subject to the approval of the PIMCO Investor or the Freedom I Consortium, as applicable (such approval not to be unreasonably
withheld).



 


		11.	Each of the Insiders who is or is nominated to be a director or officer of the Company agrees to serve in such capacity 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. 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. For each Insider who is or is nominated to be a director or officer of the Company,
such Insider’s biographical information furnished to the Company (including any such information included in the Prospectus)
is true and accurate in all material respects and does not omit any material information with respect to the Insider’s background.
For each Insider who is or is nominated to be a director or officer of the Company, such Insider’s questionnaire furnished
to the Company 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.



 


		12.	The Company agrees that, except as disclosed in the Prospectus, neither the Sponsor nor any Insider or employee, nor any affiliate
of the Sponsor or any Insider or employee 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; payment to the Sponsor for certain office space, utilities, secretarial and administrative
support services provided to the Company and other expenses and obligations of the Sponsor as may be reasonably required by the
Company for a total up to $10,000 per month; payment of approximately $412,500 for salaries annually to certain employees for their
services prior to the consummation of an initial Business Combination; 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



 




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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.


 


		13.	The Company, the Sponsor, each Investor and each Insider represents and warrants, severally and not jointly, that it, he or
she has full right and power, without violating any agreement to which it, he or she 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.



 


		14.	As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary
Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share
(the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the
8,625,000 Class B Ordinary Shares issued and outstanding (up to 1,125,000 of which are subject to complete or partial forfeiture
by the Sponsor if the over-allotment option is not exercised in full by the Underwriters); (iv) “Initial Shareholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall
mean the 5,666,667 warrants (or 6,266,667 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed
to purchase for an aggregate purchase price of $8,500,000 (or $9,400,000 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; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “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 (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 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).



 


		15.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Insider who is or is nominated to be a director or officer of the Company shall be covered by such policy or policies,
in accordance with its or their terms, to the maximum extent of the coverage available pursuant to such policy or policies for
any of the Company’s directors or officers.



 


		16.	The Company shall not, without the prior consent of each of the Investors, (i) include the name of the Investors or any of
their respective affiliates in any disclosure, marketing materials, tombstones and other usages in connection with the Public Offering,
otherwise related to the activities of the Company, or in connection with the initial Business Combination or thereafter; (ii)
amend any term of the Company’s constitutive documents; (iii) amend any term of the Founder Shares, including, but not limited
to, the economic terms or terms regarding transferability; (iv) amend any term of the Private Placement Warrants, including, but
not limited to, economic terms or terms regarding transferability; (v) amend any terms of the Trust Account; (vi) appoint any director,
officer or advisor of the Company; or (vii) approve an annual budget or incur expenses or other obligations that, in the aggregate,
exceed any approved budget by more than $100,000.



 


		17.	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



 




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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 (i) each Insider that is the subject of any such change,
amendment, modification or waiver, (ii) the Sponsor, (iii) the Company and (iv) the PIMCO Investor.


 


		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, except that any of the Investors may assign its rights, interests and obligations hereunder
to any affiliate of such Investor. 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
Company, the Sponsor, the Investors and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		19.	Except as provided for in paragraph 8, 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. Except as provided for in paragraph 8, 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.



 


		20.	This Letter Agreement may be executed in any number of original, facsimile or other electronic 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.



 


		21.	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.



 


		22.	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.



 


		23.	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 or e-mail transmission.



 


		24.	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 June 30, 2021; provided further that paragraph 6 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 




    7 


     


    

	 	
        Sincerely,

         

        FREEDOM ACQUISITION I LLC

         

	 	By	
        /s/ Adam Gishen 

	 	 	Name: Adam Gishen
	 	 	Title: Manager
	 	 	 
	 	By:	/s/ Tidjane Thiam
	 	 	Name: Tidjane Thiam
	 	 	Title: Executive Chairman 
	 	 	 
	 	By:	/s/ Adam Gishen
	 	 	Name: Adam Gishen
	 	 	Title: Chief Executive Officer
	 	 	 
	 	By:	/s/ Jamie Weinstein
	 	 	Name: Jamie Weinstein
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Noreen Doyle
	 	 	Name: Noreen Doyle
	 	 	Title: Director
	 	 	 
	 	By:	/s/ William Janetschek
	 	 	Name: William Janetschek
	 	 	Title: Director
	 	 	 
	 	By:	/s/ David Poritz
	 	 	Name: David Poritz 
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Rachelle du Rocher
	 	 	Name: Rachelle du Rocher
	 	 	Title: Executive Assistant
	 	 	
	 	LVS III SPE XLIII LP
	 	 	 
	 	By:	LVS III GP LLC, its general partner
	 	 	 
	 	By:	/s/ Harin de Silva
	 	 	Name: Harin de Silva
	 	 	Title: Authorized Person 
	Acknowledged and Agreed:	 
	 	 
	FREEDOM ACQUISITION I CORP.	 
	 	 	 
	By:	 	
        /s/ Adam Gishen 
	 
	 	 	Name: Adam Gishen	 
	 	 	Title: Chief Executive Officer	 



 


 


 


 


[Signature
Page to Letter Agreement]