Exhibit
10.1


 


February
18, 2021


 


Figure Acquisition Corp. I

650 California Street, Suite 2700





San Francisco, CA 94108


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”),
and Citigroup Global Markets Inc., as underwriter (the “Underwriter”), relating to an underwritten initial
public offering (the “Public Offering”) of 28,500,000 of the Company’s units (including up to
3,750,000 units that may be purchased by the Underwriter to cover over-allotments, if any) (the “Units”),
each comprising one share of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”),
and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder
thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in
the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”),
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
11 hereof.


 


In order to induce the Company
and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each of Fintech Acquisition 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,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company
as follows:





 




    


     

    

	1.	The Sponsor and each Insider hereby agrees that in the event that
    the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering, or such later
    period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
    of incorporation (the “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 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 (as defined below), 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
    (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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
    following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board
    of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
    for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment
    to the Charter to (a) modify the substance or timing of the Company’s obligation to allow redemption in connection with
    a Business Combination or the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete
    a Business Combination within the time period set forth in the Charter or (b) with respect to any other provision relating
    to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides Public Stockholders
    with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable
    in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in
    the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number
    of then outstanding Offering Shares.


 


The Sponsor and each
Insider acknowledges that, with respect to the Founder Shares and shares of Class L Common Stock held by it, him or her, it, he
or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation
of the Company. The Sponsor and each Insider hereby 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 vote any shares of Capital Stock
(whether purchased before, during or after the Public Offering, including in open market and privately negotiated transactions)
owned by it, him or her in favor of any proposed Business Combination. The Sponsor and each Insider hereby further waives, with
respect to any shares of Capital Stock and Class L 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 (i) a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment
to the Charter to (a) modify the substance or timing of the Company’s obligation to allow redemption in connection with
a Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the time period set forth in the Charter or (b) with respect to any other provision relating to stockholders’ rights or
pre-initial Business Combination activity. If the Company engages in a tender offer in connection with any proposed Business Combination,
the Sponsor and each Insider agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company
in connection with such tender offer.


 




    


     

    

	2.	The undersigned acknowledges and agrees that prior to entering into
    a definitive agreement for a Business Combination or subsequent transaction 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, or a committee of independent directors, must,
    to the extent required by applicable law or based upon the direction of the Company’s board of directors or a committee
    thereof, obtain an opinion from an independent investment banking firm or another entity that commonly renders valuation opinions
    that such Business Combination or transaction is fair to the Company from a financial point of view.
	 	 
	3.	During the period commencing on the date of the Underwriting Agreement
    and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Underwriter,
    (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any units, warrants, shares of
    Common Stock or 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, any Units, shares of Common Stock, Founder Shares, Warrants, Private
    Placement Warrants or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock owned by
    it, him or her, (ii) 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, shares of Common Stock,
    Founder Shares, Warrants, Private Placement Warrants or any securities convertible into, or exercisable or exchangeable for,
    shares of Common Stock (but excluding Units and shares of Common Stock purchased in the Public Offering or thereafter) owned
    by it, him or her, (iii) 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, Private Placement 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 (iv) publicly announce any
    intention to effect any transaction specified in clause (i) , (ii) or (iii). 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.



 



    


     

    

	4.	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 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
    for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a
    Target do not reduce the amount of funds in the Trust Account to below 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 interest earned on the funds in the Trust Account which may be withdrawn to pay franchise and income taxes, (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 “Securities Act”). 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.
	 	 
	5.	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)
    in full, the Sponsor agrees to forfeit, at no cost, (a) an aggregate number of Founder Shares so that the number of Founder
    Shares will equal one ninth (1/9) of the Public Shares; and (b) an aggregate number of Class L Ordinary Shares so that the
    number of Class L Ordinary Shares will equal the Class L Conversion Share Amount multiplied by four (4). 
	 	 
	6.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and
    the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations
    under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 7(b) and, solely as to each D&O Insider, 8, 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.



 



    


     

    

	7.	(a) The Sponsor and each Insider agrees that it, he or she shall
    not Transfer (i) 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 Company’s
    initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as
    adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
    any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date
    on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
    that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
    securities or other property (the “Founder Shares Lock-up Period”) and (ii) any Class L Common Stock,
    other than in connection with a liquidation, merger, share exchange, reorganization or other similar transaction that results
    in all of the Public Shareholders having the right to exchange their Common Stock for cash, securities or other property;
    provided that any Common Stock issued upon conversion of any Class L Common Stock will not be subject to such restrictions
    on Transfer (the “Class L Common Stock 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 thereof) until
    30 days after the completion of the Company’s initial Business Combination (the “Private Placement Warrants
    Lock-up Period”, together with the Founder Shares Lock-up Period and the L 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, shares of Common Stock and shares of Class L Common
    Stock issued or issuable upon the exercise or conversion thereof and, with respect to the Founder Shares, Private Placement
    Warrants, shares of Common Stock and shares of Class L Common Stock issued or issuable upon the exercise or conversion thereof,
    that are held by the Sponsor any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
    are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
    officers or directors, the Sponsor, any members of the Sponsor, any affiliates of the Sponsor, or any affiliates of such members
    and funds and accounts advised by such members or any limited partners of any such funds that are invested in the Sponsor;
    (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 the laws of descent and distribution upon death of the 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 the consummation of an initial Business Combination at prices no greater than the price at which the Founder Shares,
    Private Placement Warrants, shares of Common Stock or shares of Class L Common Stock were originally purchased; (f) to an
    entity that is an affiliate of the holder; (g) in the event of the Company’s liquidation prior to the completion of
    an initial Business Combination; (h) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability
    company agreement upon dissolution of the Sponsor; (i) in the event of the Company’s liquidation, merger, capital stock
    exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
    right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial
    Business Combination; or (j) to the Company for no value for cancellation in connection with the consummation of the initial
    Business Combination; provided, however, that, in the case of clauses (a) through (f) or (h), these permitted transferees
    must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this paragraph 7(c)
    and the other restrictions contained in this Letter Agreement.



 



    


     

    

	8.	Each of the Insiders who is or is nominated to be a director or officer of the Company (each,
    a “D&O Insider”) 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 D&O 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 D&O 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 D&O Insider’s background and contains all of the information required to be disclosed pursuant to
    Item 401 of Regulation S-K, promulgated under the Securities Act. Each D&O Insider’s questionnaire furnished to
    the Company and the Underwriter is true and accurate in all material respects. Each D&O 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, 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).
	 	 
	10.	The Company, the Sponsor 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.



 



    


     

    

	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) “Business Day” means each day that is not a Saturday, Sunday
    or other day on which banking institutions in The City of New York, New York, are authorized or required by law to close;
    (iii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iv) “Founder
    Shares” shall mean the 3,194,444 shares of the Company’s Class B common stock, par value $0.0001 per share,
    initially issued to the Sponsor (up to 416,667 shares of which are subject to complete or partial forfeiture by the Sponsor
    if the over-allotment option is not exercised in full by the Underwriter) outstanding immediately prior to the consummation
    of the Public Offering; (v) “Initial Stockholders” shall mean the Sponsor and any Insider that holds
    Founder Shares prior to the consummation of the Public Offering; (vi) “Private Placement Warrants”
    shall mean the Warrants to purchase up to 4,666,667 shares of Common Stock of the Company (or 5,166,667 shares of Common Stock
    if the over-allotment option is exercised in full by the Underwriter) 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 by the Underwriter), or $1.50
    per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public
    Shares” means the shares of Common Stock included in the Units issued in the Public Offering; (viii) “Public
    Stockholders” shall mean the holders of the Offering Shares; (ix) “Trust Account”
    shall mean the trust account into which the net proceeds of the Public Offering and certain proceeds from the sale of the
    Private Placement Warrants shall be deposited; (x) “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); (xi) “Class L Common Stock” shall mean
    the 9,126,984 shares of Company’s Class L common stock, par value $0.0001 per share, initially issued to the Sponsor
    (up to 1,190,476 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option
    is not exercised in full by the Underwriter) outstanding immediately prior to the consummation of the Public Offering; and
    (xii) “Class L Conversion Share Amount” shall mean
    means a number of Class L shares equal to the quotient of: (A) the difference between: (1) the quotient of: (x) the aggregate
    number of Public Shares; divided by (y) seventy percent (70%); minus (2) the aggregate number of Public Shares; minus (3)
    the aggregate number of Founder Shares issued and outstanding immediately following the consummation of the Public Offering;
    divided by (B) four (4).
	 	 
	12.	The Company will maintain an insurance policy or policies providing directors’ and
    officers’ liability insurance, and each D&O Insider 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 Company, the Sponsor and each Insider and their respective successors,
    heirs and assigns and permitted transferees.
	 	 
	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, 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.
	 	 
	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, 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.
	 	 
	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 or facsimile or e-mail transmission.
	 	 
	20.	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
        that paragraph 4 of this Letter Agreement shall survive such liquidation.

         

         

         

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	 	Sincerely,	 
	 	 	 	 	 
	 	FINTECH ACQUISITION LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 /s/ Michael S. Cagney	 
	 	 	Name:	Michael S. Cagney	 
	 	 	Title:	President and Director	 
	 	 	 	 	 



 

	/s/ Michael Cagney	 
	Michael Cagney

        
	 
	 	 
	 	 
	/s/ Christopher D. Davies	 
	Christopher D. Davies

        
	 
	 	 
	 	 
	/s/ Asiff Hirji	 
	Asiff Hirji

        
	 
	 	 
	 	 
	/s/ Thomas J. Milani	 
	Thomas J. Milani

        
	 
	 	 
	 	 
	/s/ Annette Nazareth	 
	Annette Nazareth

        
	 
	 	 
	 	 
	/s/ David Chao	 
	David Chao

        
	 
	 	 
	 	 
	/s/ David Miller	 
	David Miller

        
	 

	 	 


	Acknowledged and Agreed:	 
	 	 
	FIGURE ACQUISITION CORP. I	 
	 	 
	 	 
	By:

        
	 /s/ Christopher D. Davies	 
	 	Name:	Christopher D. Davies	
	 	Title:	Chief Executive Officer	 


 


 


[Signature
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