Exhibit 10.1


 


February 25, 2021


 


MCAP Acquisition Corporation


311 South Wacker Drive, Suite 6400


Chicago, Illinois 60606


 


	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”)
by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and Cowen and Company,
LLC, as the representative (the “Representative”) of the several underwriters named therein (each an
 “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including
up to 4,125,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the
 “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001
per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant,
a “Warrant”). Each 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. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and
Exchange Commission (the “Commission”). 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, MCAP Acquisition, LLC, a Delaware limited liability company (the
 “Sponsor”), and each of the other 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”),
each hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agree 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 owned by it, him or her in favor of any proposed Business Combination (including any
proposals recommended by the Company’s Board of Directors in connection with such Business Combination) and (ii) not
redeem any Shares 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 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, 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 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, including interest (which
interest shall be net of taxes payable and 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 liquidating distributions, if any), and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and the other requirements of applicable law. The Sponsor and each Insider
agree to not propose any amendment to the Company’s amended and restated certificate of incorporation (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business
Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision 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 (which interest shall be net of
taxes payable), divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledge
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. The Sponsor and each Insider
hereby further waive, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may have in
connection with (x) the consummation of a Business Combination, including, without limitation, any such rights available in the
context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase
shares of Class A Common Stock and (y) a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with
the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated its
initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity (although the Sponsor and the Insiders 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 24 months from the date of the closing of the Public Offering).


 


3. Without limiting the provisions of paragraphs
7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after
such date, the undersigned shall not, without the prior written consent of the Representative, (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to any Units,
shares of Class A Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
any Units, shares of Class A Common Stock, Founder Shares, or Warrants, or publicly disclose the intention to undertake any of
the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Class A Common Stock, Founder Shares, or Warrants or any such other securities, whether any
such transaction described in clause (i) or (ii) above is to be settled by delivery of units or such other securities, in cash
or otherwise; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant
to their terms or any transfer of Founder Shares to any current or future independent director of the company (as long as such
current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical
to the terms of this Letter Agreement, as applicable to directors and officers at the time of such transfer; and as long as, to
the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes
a practical explanation as to the nature of the transfer). 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
may 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. The provisions of this paragraph will not apply if (i) the release or waiver is effected
solely to permit a transfer of securities that is not for consideration and (ii) 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, the Sponsor (which for purposes of clarification shall not extend to any other stockholders, members or
managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to
which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s
independent registered public accounting firm) for services rendered or products sold to the Company or (ii) a
prospective target business with which the Company has discussed entering into a transaction agreement (a
 “Target”); provided, however, that such indemnification of the Company by the Sponsor
shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the
Company’s independent registered public accounting firm) or products sold to the Company or a Target do not reduce the
amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering
Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the
trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest which may be
withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability
for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice
reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor,
the Sponsor notifies the Company in writing that it shall undertake such defense.


 






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5. (a) To the extent that the Underwriters
do not exercise their option to purchase up to an additional 4,125,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the
aggregate equal to 1,031,250 multiplied by a fraction, (i) the numerator of which is 4,125,000 minus the number of Units purchased
by the Underwriters upon the exercise of their option to purchase additional Units and (ii) the denominator of which is 4,125,000.
All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as a contribution of
such Founder Shares to the Company’s capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that
the option to purchase additional Units is not exercised in full by the Underwriters so that the number of Founder Shares will
equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering. The Sponsor further
agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization
or stock repurchase or redemption, as applicable, immediately prior to the consummation of the Public Offering in such amount as
to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation of
the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references
to 4,125,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number
equal to 15.0% of the number of shares of Class A Common Stock included in the Units issued in the Public Offering, (B) the reference
to 1,031,250 in the formula set forth in the first sentence of this paragraph shall be adjusted to, respectively, the total number
of Founder Shares that the Sponsor would have to return to the Company in order for the number of Founder Shares that the Sponsor
owns (together with the Insiders) to equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the
Public Offering.


 


6. The Sponsor and each Insider hereby agree
and acknowledge that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b) 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 seek 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 agree
that it, he or she shall not Transfer (as defined below) any Founder Shares (or 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) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class
A Common Stock for cash, securities or other property or (y) if the last reported 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 150 days after the Company’s initial Business Combination
(the “Founder Shares Lock-Up Period”).


 


(b) The Sponsor and each Insider agree that
it, he or she shall not Transfer any Private Placement Warrants, included therein or any shares of Class A Common Stock issued
or issuable upon the conversion or exercise of the Private Placement Warrants, until 30 days after the completion of a Business
Combination (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 and that are
held by the Sponsor or 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, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the
case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which
is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization, (c)
in the case of an individual, by virtue of 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 the Company’s Business Combination at prices no greater than the price at which the securities were
originally purchased, (f) in the event of the Company’s liquidation prior to the Company’s 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, as amended, upon dissolution of the Sponsor, or (h) in the event of the Company’s completion of a
liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Public
Stockholders having the right to exchange their 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 (e), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions and other applicable restrictions in this Letter Agreement.


 






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8. The Sponsor and each Insider represent
and warrant 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, if any (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 such Insider’s background. The Sponsor and each
Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor and each Insider
represent and warrant that: it 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 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 is not currently a defendant
in any such criminal proceeding.


 


9. Except as disclosed in, or as expressly
contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the
consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is)..


 


10. The Sponsor and each Insider has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or
a 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) “Founder Shares” shall mean the 7,906,250 shares of Class B common stock, par value
$0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering (up to 1,031,250
shares of which are subject to complete or partial forfeiture by the Sponsor to the extent the over-allotment option is not
exercised by the Underwriters); (iii) “Private Placement Warrants” shall mean the 5,433,333
warrants of the Company (or 5,983,333 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed
to purchase for an aggregate purchase price of $8,150,000 in the aggregate (or $8,975,000 if the over-allotment option is
exercised in full), or $1.50 per warrant, in a private placement that shall occur substantially concurrently with the
consummation of the Public Offering; (iv) “Public Stockholders” shall mean the holders of
securities issued in the Public Offering; (v) “Shares” shall mean, collectively, the Class A Common
Stock, the Founder Shares, Private Placement Warrants, and Class A Common Stock underlying the Private Placement Warrants;
(vi) “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 to the Sponsor shall be deposited; and
(vii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b) herein.


 


12. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider
and the Sponsor that is the subject of any such change, amendment modification or waiver and (2) the Company.


 






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13. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees; provided, however,
that the Underwriters shall benefit from the provisions set forth in paragraph 3, which such paragraphs shall not be amended or
modified without the written consent of the Representative.


 


15. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


18. Any notice, consent or request to be
given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic
transmission.


 


19. Each party hereto shall not be liable
for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement, and no party
shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations
and notice obligations.


 


20. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-Up Periods and (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 March
12, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 



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	 	Sincerely,
	 	 	 
	 	MCAP Acquisition, LLC
	 	 
	 	 	By: Monroe Capital Management Advisors, LLC, its manager
	 	 	 
	 	 	/s/ Peter Gruszka
	 	 	Name: 	Peter Gruszka
	 	 	Title: 	General Counsel and Managing Director
	 	 	 



 



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	 	/s/ Theodore L. Koenig
	 	Theodore L. Koenig
	 	 
	 	/s/ Zia Uddin
	 	Zia Uddin
	 	 
	 	/s/ Mark A. Solovy
	 	Mark A. Solovy
	 	 
	 	/s/ Scott A, Marienau
	 	Scott A. Marienau
	 	 
	 	/s/ Peter Gruszka
	 	Peter Gruszka
	 	 
	 	/s/ Thomas J. Allison
	 	Thomas J. Allison
	 	 
	 	/s/ John C. Chrystal
	 	John C. Chrystal
	 	 
	 	/s/ Roger Schoenfeld
	 	Roger Schoenfeld
	 	 



 






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	Acknowledged and Agreed: 	 
	 	 	 
	MCAP Acquisition CORPORATION	 
	 	 	 
	By:	/s/ Theodore L. Koenig	 
	Name:	Theodore L. Koenig	 
	Title:	Chief Executive Officer	 


 



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