Exhibit 10.1


 


FORM OF
LETTER AGREEMENT

AMONG THE REGISTRANT, BET ON AMERICA LLC

AND EACH OF THE EXECUTIVE OFFICERS

AND DIRECTORS OF THE REGISTRANT


 





February 23, 2021


 


BOA Acquisition Corp.


2600 Virginia Ave NW, Suite T23 Management
Office


Washington, D.C. 20037


 


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 BOA Acquisition Corp., a Delaware corporation
(the “Company”), and BTIG, LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the
“Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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-third 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 registration statements 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
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 Bet on America 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.	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.



 






     


     


    

 


		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 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, subject to lawfully available funds therefor,
                                                          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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
                                                          by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
                                                          (as defined below) rights as stockholders (including the right to receive further liquidating 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 to not propose any amendment to the Charter to modify (i) the
                                                          substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a business combination
                                                          or (ii) (A) 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 (B) with respect to any other
                                                          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, whether acquired now or hereafter, 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
(i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a
Business Combination or (ii) (A) 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 (B) with respect
to any other provisions relating to stockholders’ rights or pre-initial business combination activity, unless the
Company provides its 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 taxes,
divided by the number of then outstanding Offering Shares, or (iii) 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.	During the period commencing on the effective date of the Underwriting Agreement and ending 180
days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, shares of Common Stock
(including, but not limited to, 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 (including, but not limited
to, 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 3 or paragraph
7 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.



 


		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”) 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 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 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.



 






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		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up
to an additional 3,000,000 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 750,000 multiplied by a fraction, (i) the
numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 3,000,000. 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.



 


		6.	(a) Each Insider hereby agrees not to become an officer of any other any other special purpose
acquisition company with a class of securities registered under the Exchange Act until the Company has entered into a definitive
agreement regarding an initial Business Combination or unless the Company has failed to complete a Business Combination within
the time period set forth in the Charter and liquidates the Trust Account.



 


(b) 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(a), 7(a), 7(b), and
9, 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 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 last sale 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 180
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 7(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 7(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 the consummation of an initial Business Combination at prices
no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the
Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the
State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (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 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 (g), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this
Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


		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 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.



 






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		9.	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, 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 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.



 


		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) “Common Stock” shall mean the Class A common stock and Class B common stock; (iii) “Founder Shares” shall mean the 5,031,250 shares of Class B common stock issued and outstanding (up to 656,250 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 6,325,000 Warrants (or 6,575,000 Warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,325,000 (or $6,575,000 if the over-allotment option is exercised in full), or $1.00 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.	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.



 







		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 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 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.



 


		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 Delaware, 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 Wilmington, in the State of Delaware,
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.



 






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		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 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, 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 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	BET ON AMERICA LLC

    By:  BET ON AMERICA HOLDINGS, LLC, 

    its manager
	 	 
	 	By:	/s/ Benjamin
    A. Friedman
	 	 	Name:	Benjamin A. Friedman
	 	 	Title:	Manager
	 	 	 	 
	 	By:	/s/ Srikanth Batchu
	 	 	Name:
	Srikanth Batchu

	 	 	 	 
	 	By:	/s/ Shane Battier
	 	 	Name:
	Shane Battier

	 	 	 	 
	 	By:	/s/ Lorron James
	 	 	Name:
	Lorron James

	 	 	 	 
	 	By:	/s/ Anthony Wanger
	 	 	Name:
	Anthony Wanger

	 	 	 	 
	 	By:	/s/ Jenny
    Abramson
	 	 	Name:	Jenny Abramson
	 	 	 	 
	 	By:	/s/ Stephanie
    Zimmerman
	 	 	Name:	Stephanie Zimmerman
	 	 	 	 
	 	By:	/s/ Scott Seligman
	 	 	Name:	Scott Seligman
	 	 	 	 
	 	By:	/s/ Brian Friedman
	 	 	Name:	Brian Friedman
	 	 	 	 
	Acknowledged and Agreed:
	 
	 	 
	BOA ACQUISITION CORP.	 
	 	 
	By:	/s/ Brian Friedman	 	 
	 	Name:    Brian
    Friedman	 
	 	Title:      Chief
    Executive Officer	 
	 	 	 	 	 



[Signature Page to Letter Agreement]


 








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