Exhibit 10.1


 


[ ], 2021





Maquia Capital Acquisition Corporation


50 Biscayne Boulevard, Suite 2406


Miami, FL 33132


 


	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 Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”),
and Kingswood Capital Markets, division of Benchmark Investments, 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 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 (the “Common Stock”) and one-half of one redeemable warrant (the “Warrant”).
Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment.
The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-253167)
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 Maquia Investments North America, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or an
advisor of the Company (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The Sponsor, each
Insider and the Representative (solely with respect to item (ii) of this paragraph 1) 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 Capital Stock owned by it, him or her in favor of any proposed 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 engages in a tender
offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek
to sell or tender any shares of Capital Stock owned by it, him or her to the Company in connection with such tender offer.


 


2. The Sponsor and
each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination 12 months from the closing
of the Public Offering, or by such later date as may be extended in accordance with the Company’s amended and restated certificate
of incorporation (the “Charter”) by a deposit of proceeds of additional loans by the Sponsor into the
Trust Account or such later period approved by the Company’s stockholders in accordance with 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 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the shares of 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 the rights of all holders of Offering Shares as stockholders (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 stockholders 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 Delaware law to
provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees not to propose
any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption
in connection with the Company’s initial Business Combination or amendments to the Charter prior thereto or (ii) (A) the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination
within such time set forth in the Charter or (B) with respect to any other provision relating to stockholders' rights or pre-initial
Business Combination activity, unless the Company provides the holders of the Offering Shares with the opportunity to redeem their
shares of Common Stock 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, each Insider
and the Representative 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 or Private Placement Shares held by it, him or her. The Sponsor, each Insider and the Representative hereby further waives,
with respect to any shares of Common Stock held by it, him or her, if any, whether acquired now or hereafter, any redemption rights
it, he or she may have in connection with the consummation of a Business Combination or amendments to the Charter prior thereto,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination
or a stockholder vote to approve an amendment to the Charter to modify (i) (A) the substance or timing of the Company’s
obligation 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) any other provisions relating to stockholders’ rights or pre-initial Business Combination
activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common Stock (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 Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Capital 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 Capital Stock, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Capital 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). 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 shall 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. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. 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.


 


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 shall (x) 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) $10.05
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 $10.05 per Offering Share is then held in the Trust Account due to reductions in the value of
the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) 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) 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 in full 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 Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the
Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after
the Public Offering (not including the Private Placement Shares).


 


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,
each Insider and the Representative agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock
issuable upon conversion thereof) until the earlier to occur of (A) six months after the completion of the Company’s
initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported
last sale price of the 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
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 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 Units, the Private Placement Shares, the Private
Placement Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days
after the completion of the initial Business Combination (the “Private Placement Units 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 7(b), Transfers of the Founder Shares, Private Placement Units, Private Placement
Shares, Private Placement Warrants and shares of 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, the Representative or any of their permitted
transferees (that have complied with this paragraph 7(c)), are permitted (i) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors or any members of the Sponsor or any affiliates
of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a
trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to
a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such
individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of an 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 State of Delaware 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, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of 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 (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.
Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. 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 or director of the Company nor any affiliate of the Sponsor nor any affiliate
of any officer or 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 up to an aggregate of $300,000 in loans made to the Company by the Sponsor to
cover offering-related and organizational expenses; reimbursement for any reasonable out-of-pocket expenses related to identifying,
investigating and completing an initial Business Combination; and repayment of non-interest bearing loans which may be made by
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors to finance transaction costs
in connection with an intended initial Business Combination, the terms of which (other than as described above) have not been determined
nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units,
at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. The units would
be identical to the Private Placement Units.


 


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) “Capital Stock” shall mean, collectively, the Common
Stock and the Founder Shares; (iii) “Founder Shares” shall mean
(a) the 5,953,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued
to Initial Stockholders (including up to 230,000 Representative Shares and up to 750,000 Shares of which are subject to
complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an
aggregate purchase price of $25,000, or $0.004 per share, prior to the consummation of the Public Offering;
(iv) “Initial Stockholders” shall mean the Sponsor, the holders of
Representative Shares and any Insider that holds Founder Shares;
(v) “Private Placement Shares” shall mean the 551,000
shares of Common Stock comprising the Private Placement Units (or up to 611,000 shares of Common Stock if the over-allotment
option is exercised in full);
(vi) “Private Placement Units” shall mean the 551,000
units to be purchased by the Sponsor, or up to 611,000 units if the over-allotment option is exercised in full, each
comprised of one share of Common Stock, three-fourths of one warrant to purchase one share of Common Stock and one Right,
that the Sponsor has agreed to purchase for an aggregate purchase price of $5,510,000 (or up to $6,110,000 if the
over-allotment option is exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement
that shall occur simultaneously with the consummation of the Public Offering;
(vii) “Private Placement Warrants” shall mean the
Warrants to purchase up to 413,250 shares of Common Stock (or up to 458,250 shares of Common Stock if the over-allotment
option is exercised in full) comprising the Private Placement Units; (viii) “Representative
Shares” shall mean the 200,000 shares (or up to 230,000 upon exercise of the underwriters' over-allotment
option) of Common Stock issued to the Representative;
(ix) “Public Stockholders” shall mean the holders of securities issued in
the Public Offering; (x) “Trust Account” shall mean the trust fund into
which a portion of the net proceeds of the Public Offering shall be deposited; and
(xi) “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.


 


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, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 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.


 


21. The Company, the
Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party
beneficiary of this Letter Agreement.


 


[Signature Page Follows]


 









     


     


    

 


Sincerely,


 


	 	MAQUIA INVESTMENTS NORTH AMERICA, LLC
	 	 	 
	 	By:	 
	 	 	Name: Guillermo Eduardo Cruz Ruiz
	 	 	Title:   Managing Member


 


	 	 	 
	 	 	Guillermo Eduardo Cruz Ruiz


 


	 	 	 
	 	 	Jeff Ransdell


 


	 	 	 
	 	 	Guillermo Cruz


 


	 	 	 
	 	 	Jeronimo Peralta


 


	 	 	 
	 	 	Maggie Vo


 


	 	 	 
	 	 	Guillermo Cruz Reyes
	 	 	 
	 	 	 
	 	 	Luis Armando Alvarez
	 	 	 
	 	 	 
	 	 	Pedro Manuel Zorilla Velasco
	 	 	 
	 	 	 
	 	 	Luis Antonio Maquez-Heine


 


	 	KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   


 


	Acknowledged and Agreed:	 
	 	 
	MAQUIA CAPITAL ACQUISITION CORPORATION	 
	 	 	 
	By:	 	 
	 	Name: Jeff Ransdell	 
	 	Title:   Chief Executive Officer	 


 


[Signature Page to Letter Agreement]