Exhibit 10.1


 


EXECUTION VERSION


 


January 6, 2021


 


Bright Lights Acquisition Corp.


12100 Wilshire Blvd, Suite 1150


Los Angeles, CA 90025


 


		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 between Bright Lights Acquisition Corp., a Delaware corporation (the “Company”),
and Jefferies LLC and Moelis & Company LLC, as representatives (the “Representatives”) of the several
underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000
of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common
Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”)
entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment
as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to 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 Capital
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, each of Bright Lights Sponsor LLC
(the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively,
the “Insiders”), hereby agrees, severally but not jointly, with the Company as follows:


 


1. The Sponsor and
each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below) owned by it, him
or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s board of directors
in connection with such Business Combination) and (ii) not redeem any shares of Common Stock owned by it, him or her in connection
with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer,
the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her
in connection therewith.


 






     


     


    

 


2. The Sponsor and
each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from
the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares
of Class A Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company 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 Stockholders’ (as defined below) rights as stockholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements
of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to
redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set
forth in the Charter or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided
by the number of then outstanding Offering Shares.


 


The Sponsor and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held
by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him
or her, if any, any redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination,
or (B) a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares
if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect to any
other provision relating to stockholders’ 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).


 


3. Notwithstanding
the provisions set forth in paragraphs 7(a) and 7(b), 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 Jefferies LLC,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or
agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units,
shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock (including,
but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of
Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided, however,
all of the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder
Shares to any current or future independent director of the company (as long as such current or future independent director transferee
is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as
applicable to directors and officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation
is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the
transfer). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver,
of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company may announce the impending release or waiver
by press release through a major news service at least two business days before the effective date of the release or waiver. The
provisions of this paragraph will not apply if 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.


 






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4. In the event of
the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor (which for purposes of clarification shall not extend to any other stockholders,
members or managers of 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 (other than the independent
registered public accounting firm) or products sold to the Company or (ii) any prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the independent registered public accounting firm) or products
sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering
Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to
the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the
Company in writing that it shall undertake such defense.


 


5. To the extent that
the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from
the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of
Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that
the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after
the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined
below)). 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 stock dividend, stock split or repurchase or redemption, as applicable, immediately prior
to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of its issued and
outstanding shares of Common Stock 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 Offering Shares 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 number of Founder Shares to equal an aggregate of 20.0% of
the Company’s issued and outstanding shares of Common Stock after the Public Offering (not including shares of Class A Common
Stock underlying the Warrants or Private Placement Warrants).


 






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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, as applicable,
of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7. (a) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Common Stock equals or exceeds $12.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the completion of the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash,
securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A Common Stock issued
or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of the Company’s initial
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the
provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class
A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that
are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members or partners of the Sponsor or their affiliates (including members of the Sponsor’s members), any affiliates of
the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such person’s
immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such
person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon
liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation
of an initial Business Combination; (h) in the event of the Company’s liquidation prior to its consummation of an initial
Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, capital stock exchange or
other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of
Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (f), 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).


 






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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 material respects and does not omit any material information with respect to such Insider’s background.
The Sponsor and each Insider represents and warrants that the questionnaire it, he or she 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.


 


9. Except as disclosed
in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider, shall receive from the
Company any finder’s fee, reimbursement, consulting fee, non-cash payments, 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; payment to the Sponsor of $10,000 per month for
office space, secretarial and administrative services provided to the Company’s directors and officers; 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 of the post
Business Combination entity 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.


 


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


 






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11. As used herein,
(i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Common Stock”
shall mean the Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company (“Class B
Common Stock”); (iii) “Founder Shares” shall mean the 5,750,000 shares of Class B Common
Stock issued and outstanding (up to 750,000 shares of which are subject to forfeiture if the over-allotment option is not exercised
by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or up to 6,600,000 warrants
if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000
(or up to $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall
occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean
the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund
into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited;
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).


 


12. The Company will
maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each director
and officer 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 (1) each Insider that is the subject of any such change, amendment, modification or waiver and (2) the Sponsor.


 


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.


 






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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
or other electronic transmission.


 


20. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated by June 30, 2021; provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	BRIGHT LIGHTS SPONSOR LLC
	 	 	 
	 	By:	/s/ Michael Mahan
	 	 	Name: Michael Mahan
	 	 	Title: Chief Executive Officer



 


	 	/s/ Michael Mahan
	 	Name: Michael Mahan
	 	 
	 	/s/ Hahn Lee
	 	Name: Hahn Lee
	 	 
	 	/s/ Allen Shapiro
	 	Name: Allen Shapiro
	 	 
	 	/s/ John Howard
	 	Name: John Howard
	 	 
	 	/s/ Ciara Wilson
	 	Name: Ciara Wilson
	 	 
	 	/s/ Peter Guber
	 	Name: Peter Guber
	 	 
	 	/s/ Mark Shapiro
	 	Name: Mark Shapiro
	 	 
	 	/s/ Selena Kalvaria
	 	Name: Selena Kalvaria


 


Acknowledged and Agreed:


 


BRIGHT LIGHTS ACQUISITION CORP.


 


	By:	/s/ Michael Mahan	 
	 	Name: Michael Mahan	 
	 	Title:   Chief Executive Officere	 


 


 


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