Exhibit
10.1


 


[●],
2022


 


PROTONIQ
Acquisition Corp


One
World Trade Center,


Suite
8500,


New
York, New York 10007


 


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 between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number
388159 (the “Company”) and JonesTrading Institutional Services LLC, as representative of the underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of up to 11,500,000 of the Company’s units (including up to 1,500,000 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
“Ordinary Shares”), one-half of one redeemable warrant and one right. Each redeemable warrant (each, a “Warrant”)
entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject to adjustment. Each right
(each, a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon consummation of our
initial business combination. The Units shall 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 Securities and Exchange Commission (the “Commission”) and the
Units have been approved to be listed on the Nasdaq Global 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, PROTONIQ 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 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 shares of Capital Stock 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 engages in a tender offer in connection with any proposed Business Combination, each Insider
agrees that it, he or she will not seek to sell its, his or her Ordinary Shares to the Company in connection with such tender offer.


 






    		1	 



    	 



    

 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months
from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus) or such later period approved in accordance
with the Company’s amended and restated memorandum and articles of association, 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 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, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders
of the Company (including the right to receive further liquidation 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 shareholders
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 not to propose any
amendment to the Company’s amended and restated memorandum and articles of association that would modify (i) 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 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends
the period of time to consummate a Business Combination, as described in more detail in the Prospectus) or (ii) the other provisions
relating to shareholders’ rights or pre-initial business combination activities, 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 (which interest shall be net of amounts
released for payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive
its redemption rights with respect to shares of Capital Stock owned by it in connection with a shareholder vote to approve an
amendment to the Company’s amended and restated memorandum and articles of association (A) 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
12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends
the period of time to consummate a Business Combination, as described in more detail in the Prospectus) or (B) with respect to any other
provision relating to shareholders’ rights or pre-initial business combination activity.


 


Each
of 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 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 in
the context of a tender offer made by the Company to purchase Ordinary 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 12 months from the date of the closing of the Public Offering (or up to 18 months from
the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more
detail in the Prospectus).


 






    		2	 



    	 



    

 


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, Ordinary Shares, Warrants, Rights 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, Warrants,
Rights 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). 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, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) 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 (other than the Company’s independent accountants) for
services rendered or products sold to the Company or (ii) a 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 shall apply only to the extent necessary to ensure that such claims by a third party for
services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not
reduce the amount of funds in the Trust Account to below (i) $10.30 per share of the Offering Shares or (ii) such lesser amount per share
of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation
of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn
to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such
third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. 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.


 






    		3	 



    	 



    

 


5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 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 in the aggregate equal to the product of 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Shareholders will own an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares
after the Public Offering (excluding the Private Placement Units).


 


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, 6, 7(a), 7(b),
and 9 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 or he shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent to
the Company’s initial Business Combination, (x) if the reported last sale price of the Class A Ordinary Share equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, right issuances, 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 our shareholders having the right to exchange their Ordinary Shares 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 Ordinary Shares 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”).


 






    		4	 



    	 



    

 


(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, Private Placement Rights and Ordinary Shares issued or issuable upon the exercise or conversion
of the Private Placement Warrants and Private Placement Rights or the Founder Shares that are held by the Sponsor, any Insider or any
of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (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 shareholders having
the right to exchange their 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.
Each of the Sponsor and the Insiders 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. The Company represents
and warrants that, to its knowledge, (i) none of its advisors has 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, (ii)
each advisor’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 such advisor’s background and
each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors is
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; and (iii) none of its advisors has been
convicted of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of
another person, or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such
criminal proceeding.


 






    		5	 



    	 



    

 


9.
            (a) Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent
to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange
Commission), neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any
affiliate thereof 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 up to an aggregate of $300,000 made to the Company by our sponsor or an affiliate of our sponsor; reimbursement for
any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination; payment to an affiliate
of the Sponsor of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support; and
repayment of non-interest bearing loans, if any, and on such terms as to be determined by the Company from time to time, made by 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 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. Additionally,
up to $1,000,000 (or $1,150,000 if the underwriters’ over-allotment option is exercised in full) may be loaned by the Sponsor to
fund up to two three-month extensions on the period of time in which the Company has to consummate a Business Combination. Such loans
may be convertible into units at a price of $10.00 per unit, which units would be identical to Private Placement Units.


 


10.
Each of 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.


 


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 Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares of
the Company’s Class B ordinary shares, par value $0.0001 per share, initially held by the Sponsor (up to 375,000 Shares of which
are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters);
(iv) “Initial Shareholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the
Public Offering; (v) “Private Placement Shares” shall mean the 661,842 Ordinary Shares comprising the Private Placement Units
(or up to 736,842 Ordinary Shares if the over-allotment option is exercised in full); (vi) “Private Placement Units” shall
mean the 661,842 units to be purchased by the Sponsor, or up to 736,842 units if the over-allotment option is exercised in full, each
comprised of one Ordinary Share, one warrant to purchase one-half of one Ordinary Share, and one Right, that the Sponsor has agreed to
purchase for an aggregate purchase price of $6,618,420 (or up to $7,368,420 if the over-allotment option is exercised in full), for a
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 330,921 Ordinary Shares
(or up to 368,421 Ordinary Shares if the over-allotment option is exercised in full) comprising the Private Placement Units; (viii) “Private
Placement Rights shall mean the Rights to receive 66,184 Ordinary Shares (or up to 73,684 Ordinary Shares if the over-allotment option
is exercised in full) upon the consummation of the Business Combination (ix) “Public Shareholders” shall mean the
holders of securities issued in the Public Offering; (ix) “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 Units shall be deposited; and (xi) “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 Securities Exchange
Act of 1934, as amended, 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).


 






    		6	 



    	 



    

 


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.
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 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.


 


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 [●], 2022; provided further that paragraph 4 of this Letter Agreement shall survive such
liquidation.


 




    		7	 



    	 



    

 


	 	Sincerely,
	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:
    	 
	 	Name:	Babar
    Ali
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:    	 
	 	Name:	Atle
    Crowe-Maxwell
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	By:	 
	 	Name:	PROTONIQ
    LLC
	 	By:	Babar
    Ali, Manager
	 	 	 
	 	By:	 
	 	Name:	Brett
    Westbrook
	 	By:	Independent
    Director
	 	 	 
	 	By:	 
	 	Name:	Bharat
    Patel
	 	By:	Independent
    Director
	 	 	 
	 	By: 	 
	 	Name:	Marco
    Bardelli
	 	By:	Independent
    Director
	 	 	 
	 	By: 	 
	 	Name:	Denis
    Durand
	 	By:	Independent
    Director




 






    	Signature Page to Letter Agreement
	8