Exhibit 10.1


 


[_________], 2021


Atlantic Coastal Acquisition Corp.

6 St Johns Lane, Floor 5

New York, New York 10013




BTIG, LLC

825 Third Avenue

New York, New York 10022


 


Re:  Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
 “Underwriting Agreement”) entered into by and among Atlantic Coastal Acquisition Corp., a Delaware
corporation (the “Company”), and BTIG, LLC, as sole underwriter (the
 “Underwriter”), relating to an underwritten initial public offering (the “Public
Offering”), of 30,000,000 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 “Common Stock”), and one-third 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 Nasdaq Capital Market. Certain capitalized terms used herein are defined
in paragraph 12 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 Atlantic Coastal Acquisition Management
LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individuals, each of
whom is a member of the Company’s board of directors and/or a member the Company’s management team, or a nominee
for membership on the board of directors (each, 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 consent of the Sponsor. 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. If the Company engages in a tender offer
in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its, his or
her shares of Common Stock to the Company in connection with such tender offer. 




 






    


     


    

 


	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, 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 amended and restated certificate of incorporation (the
 “Charter”) to modify the substance or timing of the ability of holders of Offering Shares to seek 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 by the date set forth in the Charter, 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 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 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 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 or they hold if the Company fails to consummate a Business Combination within the time period
set forth in the Charter). 



 






    2


     


    

 


	3.	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, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.



 


	4.	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 Representatives, (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, 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). 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 or paragraph 8 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. 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.



 






    3


     


    

 


	5. 	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), 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 shall (x) 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 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 Indemnitor shall have the right
to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake
such defense.




 


	6.	To the extent that the 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 Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering.



 


	7.	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, 5, 6,
8(a), 8(b) and 10, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have
in law or in equity, in the event of such breach.



 


	8.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or 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 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”).




 






    4


     


    

 


(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”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued
or issuable upon the exercise or conversion of 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 8(c)), are permitted (a) to any
persons (including their affiliates and members) participating in the private placement of the Private Placement Warrants; (b)
to the Company’s founders, or to the Company’s officers, directors and employees; (c) in the case of an entity, as
a distribution to its, partners, stockholders or members upon its liquidation; (d) by bona fide gift to a member of the holder’s
immediate family or to a trust, the beneficiary of which is a member of the holder’s immediate family, for estate planning
purposes; (e) by virtue of the laws of descent and distribution upon death; (f) pursuant to a qualified domestic relations order;
(g) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private
sales or transfers at prices no greater than the price at which the securities were originally purchased; or (i) to the Company
for no value for cancellation in connection with the completion of the initial Business Combination; provided, that, in
the case of clauses (a) through (h), any such transferees enter into a written agreement with the Company agreeing to be bound
by the transfer restrictions in this Letter Agreement.


 


	9.	Each of the Insiders agrees to be a director or officer of the Company, as applicable, 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. Each 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 and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act. Each Insider’s questionnaire furnished to the Company and the Representative is true and accurate in
all material respects. 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.




 






    5


     


    

 


	10.	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), 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 $250,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor for certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company for a total of
$10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
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 any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a
portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as
no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period. 



 


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



 


	12.	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 (a) the 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued
to the Sponsor (up to 1,125,000 Shares of which are subject to complete or partial forfeiture by the Sponsor 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 Warrants to purchase
up to 5,466,667 shares of Common Stock of the Company (or 6,066,667 shares of Common Stock if the over-allotment option is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $8,200,000 (or $9,100,000 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 account into which the net proceeds of the
Public Offering and certain proceeds from 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). 




 






    6


     


    

 


	13.	Subject to the terms and conditions of this paragraph 13, if, in connection with or prior to the closing of the initial Business
Combination, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into,
exchangeable or exercisable for equity securities other than Excluded Securities (as defined below) (such securities, “New
Equity Securities”), the Company shall first make an offer of the New Equity Securities to the Sponsor in accordance
with the following provisions of this paragraph 13 (the “Right of First Offer”):



 


(a) Offer Notice.


 


(i) The Company shall give written
notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity
Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant
to which the Company proposes to offer the New Equity Securities.


 


(ii) The Offering Notice shall
constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period
of three (3) business days (the “ROFO Notice Period”).


 


(b) Exercise of Right of First
Offer.


 


(i) Upon receipt of the Offering
Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities
by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase
such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon
delivery and irrevocable by the Sponsor.


 






    7


     


    

 


(ii) If the Sponsor does not
deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some
but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s rights to
purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free to sell
or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to
the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an agreement
to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth
in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities
within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be
offered to any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.


 


(c) Excluded Securities.
For purposes hereof, the term “Excluded Securities” means any warrants issued upon the conversion of
working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection
with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants
of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant),
and any securities issued by the Company as consideration to any seller in the Business Combination or in satisfaction for any
amounts owed by or claims against the Company.


 


(d) Assignment of Right of First
Offer. The Right of First Offer may be assigned in whole or in part by the Sponsor to any of its members without the prior
consent of the Company. Following any such assignment, the Company and any such assignee shall comply with the provisions set forth
in this paragraph 13 with respect to the Right of First Offer as if such assignee were a party hereto.


 


	14.	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.



 


	15.	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.



 


	16.	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.



 






    8


     


    

 


	17.	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.



 


	18.	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. 



 


	19.	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.



 


	20.	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.



 


	21.	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.



 


	22.	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 5 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






    9


     


    

  


	 	Sincerely,
	 	 	 
	 	ATLANTIC COASTAL ACQUISITION MANAGEMENT LLC
	 	 	 
	 	 	 
	 	By:	Name:	 Shahraab Ahmad
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	 
	 	 	Name of Insider: Shahraab Ahmad
	 	 	 
	 	 	 
	 	 	Name of Insider: Burt Jordan
	 	 	 
	 	 	 
	 	 	Name of Insider: Anthony D. Eisenberg
	 	 	 
	 	 	 
	 	 	Name of Insider: Ronald C. Warrington
	 	 	 
	 	 	 
	 	 	Name of Insider: Ned Sizer
	 	 	 
	 	 	 
	 	 	Name of Insider: Joanna Lord
	 	 	 
	 	 	 
	 	 	Name of Insider: Bryan Dove
	 	 	 
	 	 	 
	 	 	Name of Insider: Iqbaljit Kahlon
	 	 	 
	 	 	 
	 	 	Name of Insider: Daniel M. Tapiero


 


[Signature Page
to Letter Agreement]


 






    


     


    

 




	Acknowledged and Agreed:	 
	 	 	 
	ATLANTIC COASTAL ACQUISITION CORP.	 
	 	 	 
	By: 	 	 
	 	Name: 	Shahraab Ahmad	 
	 	Title:	 Chief Executive Officer	 



 


[Signature Page to Letter Agreement]