Exhibit 10.1


 


March 18, 2021


 


AF Acquisition Corp.


139 North County Road


Floor 2, Suite 35


Palm Beach, FL 33480 


 


		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”) to be
entered into by and among AF Acquisition Corp., a Delaware corporation (the “Company”) and Cowen and Company,
LLC (the “Underwriter”), 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-third of one redeemable warrant. Each whole Warrant (each, a “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 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 Underwriter
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, AF Sponsor LLC (the “Sponsor”) and each of the
undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby severally (and not jointly and severally) agrees 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 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 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 Capital 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 (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 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, including interest (net of amounts withdrawn to pay the Company’s
taxes (“Permitted Withdrawals”)) and 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’ rights
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 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 agree to
not propose any amendment to the Charter that would modify the substance or timing of the Company’s obligation 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 material provisions 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 (net of Permitted Withdrawals), 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 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 waive, 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 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 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 or in connection with a stockholder vote to approve an amendment to the Charter
to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
complete a Business Combination within the time period set forth in the Charter or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity).


 


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 Underwriter, (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 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 Capital Stock, 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).


 


4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor or any other Insider) 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, or any claim whatsoever) 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 letter of intent, confidentiality or other similar agreement
for a Business Combination (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor (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 or (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 Permitted Withdrawals,
(y) shall not apply to any claims by a third party (including a Target) that 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 Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The
Sponsor 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 Sponsor, the Sponsor notifies the Company in writing
that it shall undertake such defense. For the avoidance of doubt, none of the Company’s officers or directors will indemnify
the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses. 


 






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5. To the extent that the
Underwriter does not exercise its 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 the product of 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus
the number of Units purchased by the Underwriter upon the exercise of its 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 Underwriter
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. To the extent that the size of the Public Offering is increased or decreased, the Company will
effect a capitalization or share repurchase, redemption or stock split or other appropriate mechanism, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Capital Stock of the Initial
Stockholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding Capital Stock upon the consummation
of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, (A) 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 shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula set
forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would have to return
to the Company in order to hold (with all of the Initial Stockholders) an aggregate of 20.0% of the Company’s issued and
outstanding Capital Stock after the Public Offering.


 


6. (a) The Sponsor and
each Insider hereby agrees and acknowledges that: (i) the Underwriter 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 shares of Common Stock issuable upon conversion thereof)
until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to
the Business Combination, (x) if the last reported 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
agree that it, he or she shall not Transfer any 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 a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). 


 






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(c) Notwithstanding the provisions
set forth in paragraphs 3 and 7(a) and (b), Transfers of the Founder 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 and 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 of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of
the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws
of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic
relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of the laws of the State of Delaware
or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s
completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s
public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property subsequent
to the completion of the initial business combination; (i) to a nominee or custodian of a person or entity to whom a disposition
or transfer would be permissible under clauses (a) through (h) above; provided, however, that in the case
of clauses (a) through (e) and (i), 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
represent and warrant 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 Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer
of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any
repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following,
none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances of up to $300,000 made to the Company by the Sponsor to cover expenses related to the organization
of the Company and the Public Offering; payment to affiliates of the Sponsor for certain office space, utilities and secretarial
and administrative support as may be reasonably required by the Company for a total of $25,000 per month; reimbursement for any
reasonable out-of-pocket expenses related to identifying, investigating and consummating 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
certain of the Company’s officers and 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 $1.50 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.


 


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 a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or a 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) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 5,750,000 shares of the Company’s
Class B common stock, par value $0.0001 per share, (or 5,000,000 shares if the over-allotment option is not exercised by the Underwriter)
initially held by the Sponsor, officers, independent directors and/or director nominees and advisors of the Company; (iv) “Initial
Stockholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering;
(v) “Private Placement Warrants” shall mean the warrants to purchase up to 4,166,667 shares of Common Stock
of the Company (or 4,566,667 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed
to purchase for an aggregate purchase price of $6,250,000 in the aggregate (or $6,850,000 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 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 or assignment 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. 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.


 


13. Except as otherwise provided
herein, 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.


 


14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or entity 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.


 






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15. 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.


 


16. 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.


  


17. 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.


 


18. 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.


 


19. 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 June
30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation for a period
of six years.


  


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	AF
    SPONSOR LLC
	 	 
	 	By:	/s/
    Andrew Z. Scharf
	 	 	Name:	Andrew Z. Scharf
	 	 	Title:	Managing Member


 


	 	By: 	 /s/ Jordan Gaspar
	 	 	Jordan Gaspar


 


	 	By: 	 /s/ Christopher Bradley
	 	 	Christopher Bradley


 


	 	By: 	 /s/ Andrew Heyer
	 	 	Andrew Heyer


 


	 	By: 	 /s/ Mary Fox
	 	 	Mary Fox


 


	 	By: 	 /s/ Nola Weinstein
	 	 	Nola Weinstein


 


	Acknowledged and Agreed:	 
	 	 
	AF ACQUISITION CORP. 	 
	 	 
	By: 	/s/
Andrew Z. Scharf	 
	 	Name:	Andrew Z. Scharf	 
	 	Title:	President	 



 


[Signature Page to Letter Agreement]