Exhibit
10.1


 


March
3, 2021


RXR
Acquisition Corp.

625 RXR Plaza

Uniondale, New York 11556


 


	 	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 among RXR Acquisition Corp., a Delaware corporation
(the “Company”), and Goldman Sachs & Co. LLC and BofA Securities, Inc. (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 share of the Company’s
Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fifth of one
redeemable warrant. Each whole warrant (each, a “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 Capital Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of RXR Acquisition
Sponsor LLC (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.	Business
                                         Combination Vote.



 


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 (as defined below) 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.


 






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		2.	Failure
                                         to Consummate a Business Combination; Trust Account Waiver.



 


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 (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 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 (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to fund its taxes payable and
up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will
completely extinguish all Public Stockholders’ (as defined below) 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. 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.


 


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 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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		3.	Forfeiture
                                         of Founder Shares



 


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 in the aggregate 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 20.0% of the Company’s issued and outstanding
shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants
or Private Placement Warrants (as defined below)). 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 shareholders
prior to the Public Offering at 20.0% of its issued and outstanding Capital 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 Public 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 that the Sponsor would have to surrender
to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding
shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants
or Private Placement Warrants).


 


		4.	Lock-up;
                                         Transfer Restrictions.



 


(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”).


 






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(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 4(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
4(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 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
limited liability company agreement upon 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 Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


(d)
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 Underwriters, Transfer any Units, shares of Common Stock,
Warrants or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock held by it, her
or him, as applicable, subject to certain exceptions enumerated in Section 5(h) of the Underwriting Agreement.


 






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(e)
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, the Company shall announce such release or waiver by press release through a major
news service at least two business days before the effective date of such release or waiver. Any release or waiver granted shall
be effective no earlier than two business days after the publication date of such press release.


 


		5.	Indemnification.



 


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 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 Underwriters 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.	Representations
                                         and Warranties.



 


(a)
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.


 






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(b)
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. The Sponsor and each 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.


 


		7.	Remedies.



 


(a)
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 1, 2, 3, 4(a), 4(b), 4(d)
and 5, 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.


 


(b)
Notwithstanding anything appearing to the contrary in this Letter Agreement, solely with respect to any liability or obligation
of the Company arising under this Letter Agreement, (i) no affiliate of the Company or any direct or indirect partner, member
or shareholder of the Company or any affiliate of the Company (or any officer, director, agent, manager, personal representative,
trustee or employee of the Company, any affiliate of the Company or any such direct or indirect partner, member or shareholder)
(collectively, the “Exculpated Parties”) shall be liable for the performance or non-performance of the
Company’s obligations under this Letter Agreement, and (ii) the parties hereby agree to look solely to the Company and the
Company’s assets for the satisfaction of any liability or obligation of the Company arising under this Letter Agreement
and further agree not to sue or otherwise seek to enforce any such liability or obligation of the Company with respect to any
matters arising out of or in connection with this Letter Agreement against any of the Exculpated Parties.


 






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		8.	Payments
                                         by the Company.



 


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 Company’s initial Business Combination: repayment of a loan and advances of up to an aggregate of $300,000 made to
the Company by the Sponsor to cover offering-related and organizational expenses; payment to an affiliate of the Sponsor for office
space, administrative and support services for a total of $10,000 per month; reimbursement for any out-of-pocket expenses related
to identifying, investigating and consummating an initial Business Combination; and repayment of loans, if any, and on.


 


		9.	Director
                                         and Officer Liability Insurance.



 


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.


 


		10.	Termination.



 


This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by December 31, 2021; provided further that paragraph 5 of this Letter Agreement shall survive such liquidation.


 


		11.	Definition.



 


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) “Common
Stock” shall mean the Class A common stock and Class B common stock; (iii) “Founder Shares”
shall mean the 8,625,000 shares of Class B common stock issued and outstanding (up to 1,125,000 Shares of which are subject to
complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall
mean the up to 5,333,333 Warrants (or up to 5,933,333 Warrants if the over-allotment option is exercised in full) that the Sponsor
has agreed to purchase for an aggregate purchase price of $8,000,000 (or $8,900,000 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 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 the sale of the Private Placement Warrants shall be deposited; (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); and (ix) “Warrants” shall mean the Private
Placement Warrants and public warrants.


 






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		12.	Entire
                                         Agreement.



 


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.


 


		13.	Assignment.



 


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.


 


		14.	Counterparts.



 


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.	Severability.



 


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.


 


		16.	Governing
                                         Law



 


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.	Notices.



 


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.


 


[Signature
Page Follows]


 




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	 	 	Sincerely,
	 	 	RXR
    ACQUISITION SPONSOR LLC
	 	 	 
	 	By:	/s/
    Jason Barnett
	 	 	Name:
    Jason Barnett
	 	 	Title:
    Authorized Person
	 	 	 
	 	 	/s/
    Scott Rechler  
	 	 	Name:
    Scott Rechler
	 	 	Title:
    CEO and Director
	 	 	 
	 	 	/s/
    Michael Maturo
	 	 	Name:
    Michael Maturo
	 	 	Title:
    CFO and Director
	 	 	 
	 	 	/s/
    Matthew Boras
	 	 	Name:
    Matthew Boras
	 	 	Title:
    Senior Vice President – Investments
	 	 	 
	 	 	/s/
    Magalie Laguerre-Wilkinson
	 	 	Name:
    Magalie Laguerre-Wilkinson
	 	 	Title:
    Director
	 	 	 
	 	 	/s/
    Martin Luther King III
	 	 	Name:
    Martin Luther King III
	 	 	Title:
    Director
	 	 	 
	 	 	/s/
    Richard Saltzman
	 	 	Name:
    Richard Saltzman
	 	 	Title:
    Director
	 	 	 
	 	 	/s/
    Richard Florida  
	 	 	Name:
    Richard Florida
	 	 	Title:
    Director


 


	Acknowledged and Agreed:	 
	RXR ACQUISITION CORP.	 
	 	 
	By:	/s/ Scott Rechler	 
	 	Name: Scott Rechler	 
	 	Title:  Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]