Exhibit 10.1


 


October 18, 2021


 


SportsMap Tech Acquisition Corp.


5353 West Alabama, Suite 415


Houston, Texas 77056


 


Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660


 


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 among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”) and
Roth Capital Partners, LLC (“Roth”) as 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover
over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), and three-quarters 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
prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Units have been approved to be listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, SportsMap, LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team, or
an initial shareholder of the Company, solely in their capacity as a security holder of the Company, (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. 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 the time period set forth
in the Company’s amended and restated certificate of incorporation, as the same may be further 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
10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units
in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (which interest shall be net of taxes payable, and less up to $50,000 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 of the Company (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the
Charter that would modify (i) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company does not complete a Business Combination within the time period set forth in the Charter or (ii) the other
provisions relating to stockholders’ rights or pre-initial business combination activities, 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 amounts released for payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider
agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with a stockholder vote to
approve an amendment to the Company’s Charter (A) to modify the substance or timing of the Company’s obligation to
redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 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.


 






     


     


    

 


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 or the Common Stock underlying
the Private Placement Units held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of
Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination
or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the
Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


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 Capital Stock, 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 Capital Stock, 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 (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 shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the
Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent
accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company
has entered into a letter of intent, confidentiality or other similar agreement for a Business Combination 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 public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below (i) $10.20 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, in
each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as
to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The
Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if,
within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it
shall undertake such defense.


 






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5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 30 days from the date
of the Prospectus (and as further described in the Prospectus), the Initial Stockholders agree to forfeit, at no cost, on a pro rata
basis, a number of Founder Shares in the aggregate equal to 375,000. 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 (excluding the any Public Shares purchased by the Initial Stockholders
and the Common Stock underlying the Private Placement Units).


 


6. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by
such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in
addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Founder Shares until the earlier of (x) six months after the completion of the
Company’s initial Business Combination or (y) subsequent to the Company’s initial Business Combination, the date on which
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
 “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Units (or the securities underlying the Private Placement Units) until
30 days after the completion of a Business Combination (the “Private Placement Units 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 or Private Placement Units (or the securities underlying the
Private Placement Units) 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, any affiliates of the Sponsor, any members of the Sponsor, or any of their affiliates, officers, directors, direct
and indirect equityholders; (b) in the case of an individual, by gift to a member of the individual’s immediate family, to
a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable
organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally
purchased; (f) in case of an entity, as a distribution to its partners, shareholders, officers or members upon its liquidation; and
(g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of
the Sponsor; provided, however, that in the case of clauses (a) through (g), these permitted transferees must enter into a written
agreement agreeing to be bound by the restrictions herein.


  






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8. The Sponsor and each Insider
represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. The 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.


 


9. Except as disclosed in
the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the
Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a
loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made
from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
up to an aggregate of $400,000 made to the Company by the Sponsor; payment to Gow Media, LLC for a total of $10,000 per month; reimbursement
for any 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 $1,000,000
of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to
the Private Placement Units.


 


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 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) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares of the
Company’s common stock, par value $0.0001 per share, held by the Initial Stockholders (up to an aggregate of 375,000 shares of which
are subject to complete or partial forfeiture by the Initial Stockholders if the over-allotment option is not exercised in full by the
Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any other holder of Founder Shares
immediately prior to the Public Offering; (v) “Private Placement Units” shall mean the units to purchase
up to an aggregate of 615,000 shares of Common Stock of the Company (or 675,000 shares of Common Stock if the over-allotment option is
exercised in full) that the Sponsor and certain Insiders have agreed to purchase for an aggregate purchase price of $6,150,000 in the
aggregate (or $6,750,000 if the over-allotment option is exercised in full), or $10.00 per units, 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 Units shall be deposited; and (viii) “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 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).


  









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


 


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


 


14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


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


 


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 the 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 transmission.


 


19. The Company, the Sponsor
and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of
this Letter Agreement.


 


[Signature Page Follows]





 






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	 	Sincerely, 	 
	 	 	 	 	 
	 	SPORTSMAP TECH ACQUISITION CORP.	 
	 	 	 	 	 
	 	By:		 
	 	 	Name:	David Gow	 
	 	 	Title:	Chief Executive Officer	 
	 	 	 	 	 
	 	SPORTSMAP, LLC	 
	 	 	 	 	 
	 	By:		 
	 	 	Name:	David Gow	 
	 	 	Title:	Manager	 














 


	 	 	 	 
	 	 	David Gow	 
	 	 	 	 	 
	 	 	 	 
	 	 	Jacob Swain	 






 





		 	 	 
	 	 	Lawson Gow	 
	 	 	 	 	 
	 	 	 	 
	 	 	David Graff	 



 


	 	 	 	 
	 	 	Oliver Luck	 
	 	 	 	 	 
	 	 	 	 
	 	 	Reid Ryan	 



 





	 	 	 	 
	 	 	Steve Webster	 
	 	 	 	 	 
	 	 	 	 
	 	 	[Other Initial Stockholders]	 






 


DC:82308702.5


 


[Signature Page to the Letter Agreement]