Exhibit 10.1


 


October 26, 2021


 


TKB Critical Technologies 1


400 Continental Boulevard, Suite 600

El Segundo, California 90245


 


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 TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and
Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (the “Class
A Ordinary Shares”), of the Company and one-half of one redeemable warrant. Each whole warrant (each, a “Public
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 Nasdaq Stock Market
LLC. Certain capitalized terms used herein are defined in paragraph 1 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 TKB Sponsor I, LLC, a Delaware limited liability
company (the “Sponsor”), and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the
“Insiders”), hereby agrees with the Company as follows:


 


		1.	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 9.550,000
warrants (or 10,750,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate
purchase price of $9,550,000 (or $10,750,000 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) “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 (defined below), 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); (viii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public
Offering and the sale of the Private Placement Warrants shall be deposited; and (ix) “Warrants” shall mean the
Private Placement Warrants and Public Warrants.




 






     


     


    

 


		2.	It is acknowledged and agreed that the Company shall not enter into a definitive
agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider agrees
that if the Company seeks 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 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.




 


		3.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a
                                                              Business Combination within 15 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 “Charter”), the Sponsor and each Insider shall take all reasonable steps to
                                                              cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
                                                              more than ten (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, including interest earned on the funds held in the Trust Account and not previously released
                                                              to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
                                                              outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders
                                                              (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
                                                              reasonably possible following such redemption, subject to the approval of the Company’s remaining 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 Charter (A) to modify the substance or
                                                              timing of the Company’s obligation to allow redemption in connection with our proposed initial 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 Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial 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 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 (i) 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 (ii) a shareholder vote to approve an amendment to the Charter
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial 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 Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial 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 Charter).


 






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		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after
such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any Units, 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). The provisions
of this paragraph will not apply to any transfer permitted under paragraph 8(c) hereof or if the release or waiver is effected solely
to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter
Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.



 


		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its
initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
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 (other than the Company’s independent registered public accounting firm) 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.



 


		6.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional
3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the
Public Offering (not including Class A Ordinary Shares underlying the Warrants). The Sponsor further agrees 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 750,000 in the formula set forth in the first sentence
of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor 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 Ordinary Shares after the Public
Offering (not including Class A Ordinary Shares underlying the Warrants).



 






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		7.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company
would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 2,
3, 4, 5, 6, 8(a), and 8(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.



 


		8.	(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 (i) one year after the completion of the Company’s
initial Business Combination and (ii) subsequent to the Business Combination, (A) if the closing price of the Class A Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the Company’s Public Shareholders having the right to exchange their shares of Class A Ordinary Shares 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 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 8(a) and (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 8(c)), are permitted (i) to the Company’s officers or directors, any affiliate, associate or family
member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members or partners of the Sponsor
or any of their affiliates, associates or family members or to any employee of any such affiliate or associate; (ii) in the case of an
individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is such person or a member of such
person’s immediate family, an affiliate or associate of such person or to a charitable organization; (iii) in the case of an individual,
by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified
domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement
or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Ordinary
Shares or Private Placement Warrants were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Sponsor’s
organizational documents upon dissolution of the Sponsor; (vii) to the Company for no value for cancellation in connection with the consummation
of our initial Business Combination; (viii) in the event of the Company’s liquidation prior to the consummation of its initial Business
Combination; or (ix) in the event that, subsequent to the Company’s consummation of an initial Business Combination, the Company
completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right
to exchange their Class A Ordinary Shares for cash, securities or other property; or (x) to generate sufficient cash proceeds solely to
pay any income tax and employee national insurance liability of any Insider or any of their permitted transferees resulting from (A) the
conversion of  Founder Shares into Class A Ordinary Shares upon the consummation of the Company’s initial Business Combination
or (B) the exercise of any Private Placement Warrants or (C) the subscription for the Founder Shares, and/or the issuance of any membership
interest in the Sponsor, it being understood that (x) no such sales shall occur prior to closing of the Business Combination and (y) any
Form 4 filing required as a result of such sales shall include an explanatory note to the effect that such sales were made solely to cover
tax liabilities results from the items set forth in (A)-(C) of this clause (x); provided, however, that in the case of clauses
(i) through (viii), 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 Letter Agreement (including provisions relating to voting, the Trust
Account and liquidating distributions).


 






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For the avoidance of
doubt, paragraphs 8(a) and (b) shall not apply to any issue, redemption or reallocation (or any other action having a similar effect)
of membership interests in the Sponsor.


 


		9.	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 material 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.



 


		10.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor
or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), 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 $300,000 made to the Company by the Sponsor to cover offering-related and organizational
expenses; payment to an affiliate of our Sponsor of $10,000 per month for office space and payment of administrative personnel providing
services to members of the Company’s management team; reimbursement for any out-of-pocket expenses related to identifying, investigating,
negotiating and completing 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 an affiliate of the Sponsor or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided that, if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned
amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.00 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.



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


		18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of 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.



 


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



 


		20.	This Letter Agreement shall terminate on the earlier of (i) the expiration
of the Lock-up Periods 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 December 31, 2021; provided further that paragraph 5 of this Letter
Agreement shall survive such liquidation.



 


[Signature Page Follows]


  




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		 	Sincerely,



 


	 	TKB Sponsor I, LLC
	 	 	 
	 	By: 	/s/ Angela Blatteis
	 	 	Name: Angela Blatteis
	 	 	Title: Manager 
	 	 	 
	 	By: 	/s/ Greg Klein
	 	 	Name: Greg Klein
	 	 	Title: Manager 
	 	 	 
	 	By: 	/s/ Philippe Tartavull
	 	 	Name: Philippe Tartavull 
	 	 	Title: Manager 
	 	 	 
	 	/s/ Angela Blatteis
	 	Angela Blatteis
	 	 
	 	/s/ Greg Klein
	 	Greg Klein
	 	 
	 	/s/ Philippe Tartavull
	 	Philippe Tartavull
	 	 
	 	/s/ Frank Levinson
	 	Frank Levinson
	 	 
	 	/s/ Michael Herson
	 	Michael Herson
	 	 
	 	/s/ Ryan O’Hara
	 	Ryan O’Hara
	 	 
	 	/s/ William Zerella
	 	William Zerella




  


	Acknowledged and Agreed:	 
	 	 
	TKB Critical Technologies 1	 
	 	 	 
	By:	/s/ Angela Blatteis	 
	 	Name: Angela Blatteis	 
	 	Title:   Co-Chief Executive Officer and Chief Financial Officer  	 


  


[Signature Page to Letter Agreement]