Exhibit 10.1


 


, 2021


ScION Tech Growth II


10 Queen St Place, 2nd Floor

London, EC4R 1BE

United Kingdom


 


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 ScION Tech Growth II, 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 34,500,000 of the Company’s
units (including up to 4,500,000 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-third 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 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 ScION 2 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 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 24 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 (as defined below), including interest earned on the funds held in the Trust Account (less taxes payable
and 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’ (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, liquidate and dissolve,
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 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 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 (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 Charter (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 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).


 


		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 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 7(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.



 


		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 (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) $10.00 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.



 






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		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up
to an additional 4,500,000 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 equal to 1,125,000 multiplied by a fraction, (i) the numerator
of which is 4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 4,500,000. 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 Capital Shares upon the consummation of
the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to
4,500,000 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 1,125,000
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 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, 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 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 Business Combination, (x) if the
                                                              closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock
                                                              dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
                                                              commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company
                                                              completes a liquidation, merger, amalgamation, capital stock 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”).



 






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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 7(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 7(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 members or partners of the Sponsor or their affiliates, 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 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 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 securities were
                                                                              originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
                                                                              Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon
                                                                              dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock 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 an initial 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).



 


		8.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including
any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information
with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire furnished to the Company is
true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or
a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsor nor any 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, 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 for certain office space, utilities, secretarial and administrative
support as may be reasonably required by the Company for a total of $10,000 per month; payment of customary fees to members of
the board of directors of the Company for director service; reimbursement for any reasonable 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 $1.50 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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		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.



 


		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) “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 8,625,000 Class B Ordinary Shares issued and outstanding (up to 1,125,000 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 5,333,334 warrants (or 5,933,334 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed
to purchase for an aggregate purchase price of $8,000,000 (or $8,900,000 if the over-allotment option is exercised in full), or
$1.50 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).



 


		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.



 






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		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
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,
	 	 
	 	SCION 2 SPONSOR LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	Mathew J. Cestar
	 	 	Title: 	Chief Executive Officer


 


	 	 
	 	Name:  Andrea Pignataro
	 	 
	 	 
	 	Name:  Mathew J. Cestar
	 	 
	 	 
	 	Name: Sheila Hooda
	 	 
	 	 
	 	Name: John Woyton
	 	 
	 	 
	 	Name: Kenneth T. Schiciano
	 	 
	 	 
	 	Name: Alex Triplett


 


	Acknowledged and Agreed:	 
	 	 
	SCION TECH GROWTH II	 
	 	 	 	 
	By:	 	 
	 	Name: 	Mathew J. Cestar	 
	 	Title: 	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]