Exhibit
10.1


 


[____________
__], 2021


 


Goal
Acquisitions Corp.


13001
W. Hwy 71, Suite 201


Austin,
Texas 78738


 


EarlyBirdCapital,
Inc.


366
Madison Ave 8th Floor


New
York, NY 10017


 


	 	Re:	Initial
    Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for
one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in
paragraph 13 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock beneficially owned by him, her, or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2.
(a) In the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the undersigned will, as promptly as possible, cause the Company to pay in cash to the holders
of IPO Shares a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the Trust Account net of interest released to the Company as permitted pursuant to the Trust Agreement, divided by the number
of then outstanding IPO Shares.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
(“Claim”) with respect to the shares of Founders’ Common Stock owned by the undersigned and hereby
waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees
that there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on
the Company’s liquidation.


 


[(c)
In the event of the liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company for any
debts and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered
or contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does
not reduce the amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if
such vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they
may have in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).]1


 





 






	1	For
    Sponsor Letter only.


 




    	 



    	 



    

 


3.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders
from a financial point of view.


 


4.
Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation,
finder fee or other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination;
provided that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus
Summary – The Offering – Limited payments to insiders.”


 


5.
(a) The undersigned will place into escrow all shares of Founders’ Common Stock owned by him/her/it pursuant to the terms
of a Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow agent.


 


(b)
The undersigned agrees that until after the Company consummates a Business Combination, all Private Securities owned by him/her/it
will be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private
Securities.


 


6.
(a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned
hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall
present to the Company for its consideration, prior to presentation to any other entity, any suitable target business, subject
to any fiduciary or contractual obligations the undersigned might have.


 


(b)
The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in
the event of a breach of any of the obligations contained in this letter, (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.
The undersigned agrees to be the [_____] of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representative is true and accurate in all respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is
true and accurate in all respects. The undersigned represents and warrants that:


 


	 	(a)	he/she/it
    has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it
    or any partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he/she/it was an executive officer at or within two years before the time of
    such filing;


 


	 	(b)	he/she/it
    has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property,
    or any such partnership;


 


	 	(c)	he/she/it
    has never been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	he/she/it/
    has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic
    violations and minor offenses);


 


 




    	 



    	 



    

 


	 	(e)	he/she/it
    has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
    of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures
    commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
    merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an
    associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
    an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
    or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type
    of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
    or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	he/she/it
    has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
    or state authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity
    described in 9(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	he/she/it
    has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or
    state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
    or vacated;


 


	 	(h)	he/she/it
    has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities
    law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	he/she/it
    has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or
    commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
    but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
    or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire
    fraud or fraud in connection with any business entity;


 


	 	(j)	he/she/it
    has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any
    self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that
    has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	he/she/it
    has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
    the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
    dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	he/she/it
    was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
    (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures
    Trading Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that
    prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	he/she/it
    has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such
    sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection
    with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out
    of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid
    solicitor of purchasers of securities;


 




    	 



    	 



    

 


	 	(n)	he/she/it
    has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers
    Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	he/she/it
    has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC
    that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the
    subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	he/she/it
    has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
    restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
    a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	he/she/it
    is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
    (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures
    Trading Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity
    regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 


	 	(r)	he/she/it
    is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934,
    as amended (the “Exchange Act”), or section 203(e) or 203(f) of the Investment Advisers Act of 1940,
    as amended (the “Advisers Act”), that: (i) suspends or revokes the undersigned’s registration
    as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions
    or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with
    any entity or from participating in the offering of any penny stock; and


 


	 	(s)	he/she/it
    has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
    self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities
    association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


8.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this
letter agreement and to serve as a director and/or officer of the Company.


 


9.
The undersigned hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common
stock owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer),
whether such shares be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket,
and agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination (or
sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


10.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation
prior to the consummation of a Business Combination unless the Company provides public stockholders with the opportunity to convert
their shares of Common Stock upon such approval in accordance with such Article Sixth thereof.


 


[11.
In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.]2


 





 






	2	For
    Sponsor letter only.


 




    	 



    	 



    

 


12.
This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


 


13.
As used herein, (i) a “Business Combination” means a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” means all officers, directors and sponsor of the Company immediately prior to the IPO; (iii)
“Founders’ Common Stock” means all of the shares of Common Stock of the Company acquired by an
Insider prior to the IPO; (iv) “IPO Shares” means the shares of Common Stock issued in the Company’s
IPO; (v) “Private Securities” means the units that are being sold privately by the Company simultaneously
with the consummation of the IPO; (vi) “Trust Agreement” means the Investment Management Trust Agreement
between the Company and Continental Stock Transfer & Trust Company being entered into in connection with the IPO and governing
the use of funds held in the Trust Account; (vii) “Trust Account” means the trust account into which
a portion of the net proceeds of the IPO will be deposited; and (viii) “Registration Statement” means
the Company’s registration statement on Form S-1 (SEC File No. 333-________) filed with the Securities and Exchange Commission.


 


14.
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), except by a written instrument
executed by all parties hereto.


 


15.
Each of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


	 	[_____]
	 	Print
    Name of Insider
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged
    and Agreed:
	 	 
	 	GOAL
    ACQUISITIONS CORP.
	 	 
	 	By:	                    
	 	Name:	 
	 	Title: