Exhibit
10.1


 


[●],
2021


RCF
Acquisition Corp.


1400
Sixteenth Street


Suite
200


Denver,
CO 80202


 


		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 RCF Acquisition Corp., a Cayman Islands exempted company
(the “Company”), and Citigroup Global Markets, Inc., 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles
the holder thereof to purchase one Class A Ordinary Share 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 a registration statement on Form S-1 and 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 10 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 RCF VII Sponsor LLC
(the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors,
advisory board 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 shareholder approval of a proposed
                                            Business Combination, then in connection with such proposed Business Combination, it, he
                                            or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor
                                            of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it,
                                            him or her in connection with such shareholder 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 Ordinary 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 18 months from the closing of the Public Offering, or such
                                            later period approved by the Company’s shareholders in accordance with the Company’s
                                            amended and restated memorandum and articles of association (as it may be amended from time
                                            to time, the “Articles”), 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 (10) business
                                            days thereafter, redeem 100% of the Class A Ordinary Shares 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 (which interest
                                            shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
                                            divided by the number of then issued and outstanding Offering Shares, which redemption will
                                            completely extinguish all Public Shareholders’ (as defined below) rights as shareholders
                                            (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 shareholders and the Company’s board of directors, dissolve
                                            and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations
                                            under Cayman Islands law to provide for claims of creditors and in all cases subject to the
                                            other requirements of applicable law. The Sponsor and each Insider agrees to not propose
                                            any amendment to the Articles (A) to modify the substance or timing of the Company’s
                                            obligation to allow redemption in connection with a Business Combination or to redeem 100%
                                            of the Offering Shares if the Company does not complete a Business Combination within the
                                            required time period set forth in the Articles or (B) with respect to any other material
                                            provisions relating to shareholders’ rights or pre-Business Combination activity, unless
                                            the Company provides its Public Shareholders 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 issued and 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 Ordinary Shares held by it, him or her,
if any, 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 shareholder vote to approve such Business Combination, or (b) a shareholder
vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination
within the time period set forth in the Articles or (B) with respect to any other material other provisions relating to shareholders’
rights or pre-Business Combination activity or 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 Articles).


 


		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, Ordinary Shares (including,
                                            but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable,
                                            or exchangeable for, Ordinary Shares 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, Ordinary Shares (including, but not limited to, Founder Shares),
                                            Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary
                                            Shares 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).



 


		4.	In
                                            the event of the liquidation of the Trust Account upon the failure of the Company to consummate
                                            a Business Combination within the time period set forth in the Articles, 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 or a Target do not reduce the amount
                                            of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 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), certain of the Initial Shareholders agree to forfeit,
                                            at no cost, a number of Founder Shares, to be split pro rata between them based on the number
                                            of Founder Shares they hold upon the consummation of the Public Offering, 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 750,000. 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 Class
                                            A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying
                                            the Private Placement Warrants (as defined below)). The Initial Shareholders further agree
                                            that to the extent that the size of the Public Offering is increased or decreased, the Company
                                            will purchase or sell Units or effect a share repurchase or share capitalization, as applicable,
                                            immediately prior to the consummation of the Public Offering in such amount as to maintain
                                            the ownership of the Initial Shareholders prior to the Public Offering at 20.0% of its issued
                                            and outstanding ordinary 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 3,000,000 in the numerator and denominator of the formula in the first sentence of this
                                            paragraph shall be changed to a number equal to 15% of the number of Public Shares included
                                            in the Units issued in the Public Offering and (B) the reference to 3,000,000 in the formula
                                            set forth in the first sentence of this paragraph shall be adjusted to such number of Founder
                                            Shares that the Initial Shareholders would have to surrender to the Company in order for
                                            the Initial Shareholders to hold an aggregate of 20.0% of the Company’s issued and
                                            outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary
                                            Shares underlying the Warrants or Private Placement Warrants).



 


		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, 6(a), and 6(b), 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.



 


(a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares 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 Company’s initial Business Combination, (x) if the closing price of the Company’s Class A Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, 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, share exchange or other similar transaction that results
in all of the Company’s public shareholders having the right to exchange their Ordinary Shares 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 Class A Ordinary Shares
underlying 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 6(a) and 6(b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary
Shares underlying the Private Placement Warrants that are held by the Sponsor any Insider or any of their permitted transferees (that
have complied with this paragraph 6(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 a
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 completion of a Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s
partnership agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary
Shares for cash, securities or other property subsequent to the Company’s completion of a Business Combination; provided,
however, that in the case of clauses (a) through (e) or (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).


 


		7.	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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		8.	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 a 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 a Business Combination: repayment of
                                            a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment
                                            to the Sponsor for certain office space, utilities, secretarial and administrative support
                                            services 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, negotiating
                                            and completing a 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 an affiliate
                                            of the Sponsor or any of the Company’s officers or directors to finance transaction
                                            costs in connection with an intended Business Combination, provided, that, if the
                                            Company does not consummate a 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 $1.00 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.



 


		9.	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.



 


		10.	As
                                            used herein, (i) “Business Combination” shall mean a merger, share
                                            exchange, asset acquisition, share purchase, reorganization or similar business combination,
                                            involving the Company and one or more businesses; (ii) “Ordinary Shares”
                                            shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per
                                            share (the “Class B Ordinary Shares”); (iii) “Founder
                                            Shares” shall mean the 5,750,000 Class B Ordinary Shares issued and outstanding
                                            (up to 750,000 of which are subject to complete or partial forfeiture if the over-allotment
                                            option is not exercised by the Underwriters); (iv) “Initial Shareholders”
                                            shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private
                                            Placement Warrants” shall mean the 10,500,000 warrants (or 11,700,000 warrants
                                            if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
                                            for an aggregate purchase price of $10,500,000 (or $11,700,000 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 Shareholders”
                                            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;
                                            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).



 






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		11.	The
                                            Company will maintain an insurance policy or policies providing directors’ and officers’
                                            liability insurance, and each Insider shall be covered by such policy or policies, in accordance
                                            with its or their terms, to the maximum extent of the coverage available for any of the Company’s
                                            directors or officers.



 


		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. 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.	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,
	 	RCF VII SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   
	 	 	 
	 	By:	 
	 	 	Name: James T. McClements
	 	 	 
	 	By:	 
	 	 	Name: Sunny S. Shah
	 	 	 
	 	By:	 
	 	 	Name: Robin Bienenstock
	 	 	 
	 	By:	 
	 	 	Name: Thomas Boehlert
	 	 	 
	 	By:	 
	 	 	Name: Elodie Grant Goodey
	 	 	 
	 	
    By:	 
	 	 	Name: Timothy Baker
	 	 	 
	 	By:	 
	 	 	Name: Daniel Malchuk
	 	 	 
	 	 	 


 


	Acknowledged and Agreed:	 
	 	 
	RCF ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name: 	Sunny S. Shah	 
	 	Title:	Chief Executive Officer and Director	 


 


[Signature
Page to Letter Agreement]


 


 


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