Exhibit 10.1


 


[●], 2021


 


 


Callodine Acquisition Corporation


Two International Place, Suite 1830


Boston, MA 02110


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter agreement
(this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) to be entered into by and between Callodine Acquisition Corporation, a Delaware
corporation (the “Company”), and Wells Fargo 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 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 “Common Stock”),
and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall 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 Securities and Exchange Commission (the “Commission”), and the Company shall apply 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, Callodine Sponsor, LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team
(each, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


1. The Sponsor
and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such
stockholder approval.


 






     


     


    

 


2. The Sponsor
and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from
the closing of the Public Offering, or such later period as may be approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable steps
to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold
as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its franchise and income taxes as well as any expenses related to the
administration of the Trust Account (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 of the Public Stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment
to the Company’s amended and restated certificate of incorporation that would 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 24 months from
the closing of the Public Offering, 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 not previously released to the Company to pay its franchise and income taxes as well as
any expenses related to the administration of the Trust Account, 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 the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the
context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it, he, she or
they hold if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public
Offering).


 


3. 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, and the rules and
regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock 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, 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 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.


 






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4. In the
event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may
become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a
prospective target business with which the Company has entered into an acquisition agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account due to reductions
in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest
earned on the property in the Trust Account which may be withdrawn to pay taxes and expenses related to the administration of the
Trust Account, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek
access to the Trust Account and except as to any claims under the Company’s indemnity of the 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 Sponsor shall not be responsible to the extent of any liability for such
third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company
in writing that it shall undertake such defense.


 


5. To the
extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units in full
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 Underwriters upon the exercise of their 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 Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering. To the extent that the size of the Public Offering is increased or decreased,
the Company will effect a capitalization or share repurchase, redemption or stock split or other appropriate mechanism, as applicable,
immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Capital Stock of
the Initial Stockholders 1at 20.0% of the Company’s issued and outstanding Capital Stock upon the consummation
of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, (A) 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 shares included in the Units issued in the Public Offering and (B) the reference to 937,500 in the formula set
forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would have to return
to the Company in order to hold (with all of the Initial Stockholders) an aggregate of 20.0% of the Company’s issued and
outstanding Capital Stock after the Public Offering.


 






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6. 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 Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 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.


 


7. (a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y)
the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock
issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period” and, together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of
Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, as applicable,
and that are held by the Sponsor, an Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers, directors, any affiliates or family members of any of the Company’s officers,
directors, any members of the Sponsor or their affiliates or any affiliates of the Sponsor; (b) in the case of an individual, transfers
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by
virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to
a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the
event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of
the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; and
(h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in
the case of clauses (a) through (h), these permitted transferees must enter into a written agreement agreeing to be bound by the
restrictions herein.


 






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8. 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 questionnaire of the Sponsor and each Insider 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.


 


9. Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the
consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than
the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business
Combination: (a) reimbursement for any out-of-pocket expenses related to the Company’s formation and Public Offering and
to identifying, investigating and completing an initial Business Combination; (b) 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;
and (c) payments to the Sponsor, the managing member of the Sponsor, any Insiders or their respective affiliates in connection
with the successful completion of the Company’s initial Business Combination. Up to $1,500,000 of the loans referenced in
clause (b) above 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.


 


10. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or director of the Company.


 






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11. As used
herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean the 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (of which 937,500 shares
will be forfeited by the Sponsor if the over-allotment option is not exercised by the Underwriters) owned by the Initial Stockholders;
(iv) “Initial Stockholders” shall mean the Sponsor and other holders of Founder Shares immediately prior
to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase
up to 4,866,667 shares of Common Stock of the Company (or 5,366,667 shares of Common Stock if the over-allotment option is exercised
in full) that the Sponsor agreed to purchase for an aggregate purchase price of $7,300,000.50 in the aggregate (or $8,050,000.50
if the over-allotment option is exercised in full), for $1.50 per Private Placement 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 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 Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 


12. 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. 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. 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.


 


15. 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. Delivery
of a signed counterpart of this Letter Agreement by e-mail or facsimile transmission shall constitute valid and sufficient delivery
thereof.


 






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16. 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. 


 


17. 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.


 


18. 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,
by email or facsimile transmission, to the addresses maintained in the records of the Company for the Insiders, or to 480 6th Ave
#342, New York, New York 10011 for the Sponsor.


 


19. 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 [●], 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


20. This Letter Agreement
shall not confer any rights or benefits on any persons that are not parties hereto


 


[Signature Pages Follow]


 




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	 	Sincerely,
	 	 
	 	CALLODINE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name: 	Austin McClintock
	 	Title:	Chief Financial Officer, Vice President, Secretary & Treasurer


 


	 	CALLODINE SPONSOR, LLC
	 	 	 
	 	By:	Callodine Group, LLC
	 	 	its Managing Member
	 	 	 
	 	By:	 
	 	Name: 	James Morrow
	 	Title:	Managing Member


 


	 	INSIDERS:
	 	 	 
	 	By:	         
	 	Name:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	By:	 
	 	Name:	 


 


Signature Page to Letter Agreement