Exhibit 10.1


 


December 1, 2020


 


Trepont Acquisition
Corp I


Four Embarcadero
Center, Suite 1400,


San Francisco, CA 94111


 


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 Trepont Acquisition Corp I, a Cayman Islands exempted company
(the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles
the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in
the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form
S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”) and the Company has applied to have the Units listed on the New York Stock Exchange. 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 Trepont Acquisition
I, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individuals, each of whom
is, or will be, a member of the Company’s board of directors and/or management team (each of the undersigned individuals,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The
                                         Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed
                                         Business Combination, then in connection with such proposed Business Combination, it,
                                         he or she shall (a) vote any Ordinary Shares (as defined below) owned by it, him or her
                                         in favor of any proposed Business Combination and (b) not redeem any Ordinary Shares
                                         owned by it, him or her in connection with such shareholder approval. If the Company
                                         seeks to consummate a proposed Business Combination by engaging in a tender offer, the
                                         Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary
                                         Shares owned by it, him or her in connection therewith.



 




     


     


    

		2.	The
                                         Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                         a Business Combination within 18 months from the closing of the Public Offering, or such
                                         later period approved by the Company’s shareholders in accordance with the Company’s
                                         amended and restated memorandum and articles of association (as it may be amended from
                                         time to time, the “Charter”), the Sponsor and each Insider shall take
                                         all reasonable steps to cause the Company to (a) cease all operations except for the
                                         purpose of winding up, (b) as promptly as reasonably possible but not more than ten (10)
                                         business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of
                                         the Units in the Public Offering (the “Offering Shares”), at a per-share
                                         price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
                                         (as defined below), including interest earned on the funds held in the Trust Account
                                         (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
                                         by the number of then outstanding Offering Shares, which redemption will completely extinguish
                                         all Public Shareholders’ (as defined below) rights as shareholders (including the
                                         right to receive further liquidating distributions, if any), and (c) 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 the case of clauses (b) and (c) to the Company’s obligations under Cayman Islands
                                         law to provide for claims of creditors and in all cases subject to the other requirements
                                         of applicable law. The Sponsor and each Insider agrees to not propose any amendment to
                                         the Charter (i) to modify the substance or timing of the Company’s obligation to
                                         allow redemption in connection with our initial business combination or to redeem 100%
                                         of the Offering Shares if the Company does not complete a Business Combination within
                                         the required time period set forth in the Charter or (ii) with respect to any other material
                                         provisions relating to shareholders’ rights or pre-initial Business Combination
                                         activity, unless the Company provides its Public Shareholders with the opportunity to
                                         redeem their Offering Shares upon approval of any such amendment at a per-share price,
                                         payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
                                         including interest earned on the funds held in the Trust Account and not previously released
                                         to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.
                                         The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest
                                         or claim of any kind in or to any monies held in the Trust Account or any other asset
                                         of the Company as a result of any liquidation of the Company with respect to the Founder
                                         Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with
                                         respect to any Ordinary Shares held by it, him or her, if any, any redemption rights
                                         it, he or she may have in connection with (A) the consummation of a Business Combination,
                                         including, without limitation, any such rights available in the context of a shareholder
                                         vote to approve such Business Combination, or (B) a shareholder vote to approve an amendment
                                         to the Charter (1) to modify the substance or timing of the Company’s obligation
                                         to allow redemption in connection with our initial business combination or to redeem
                                         100% of the Offering Shares if the Company has not consummated a Business Combination
                                         within the time period set forth in



 




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the Charter or
(2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity
or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold
if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During
                                         the period commencing on the effective date of the Underwriting Agreement and ending
                                         180 days after such date, the Sponsor and each Insider shall not, without the prior written
                                         consent of the Representative, (a) sell, offer to sell, contract or agree to sell, hypothecate,
                                         pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
                                         directly or indirectly, or establish or increase a put equivalent position or liquidate
                                         or decrease a call equivalent position within the meaning of Section 16 of the Securities
                                         Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
                                         and regulations of the Commission promulgated thereunder, with respect to, any Units,
                                         Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities
                                         convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him
                                         or her, (b) enter into any swap or other arrangement that transfers to another, in whole
                                         or in part, any of the economic consequences of ownership of any Units, Ordinary Shares
                                         (including, but not limited to, Founder Shares), Warrants or any securities convertible
                                         into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether
                                         any such transaction is to be settled by delivery of such securities, in cash or otherwise,
                                         or (c) publicly announce any intention to effect any transaction specified in clause
                                         (a) or (b). 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 (a) any third party
                                         for services rendered or products sold to the Company or (b) any prospective target business
                                         with which



 




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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 (i) 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 (A) $10.10 per Offering Share and (B) 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 $10.10 per Offering Share is then held in the Trust Account due to reductions
in the value of the trust assets, less taxes payable, (ii) shall not apply to any claims by a third party or a Target which executed
a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (iii) shall
not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel
of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


		5.	To
                                         the extent that the Underwriters do not exercise their 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 Initial Shareholders agree to forfeit, at
                                         no cost, a number of Founder Shares, to be split pro rata between them based on the number
                                         of Founder Shares they hold upon the consummation of the Public Offering, equal to 750,000
                                         multiplied by a fraction,



 


(a)  
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 (b) 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 Founder Shares will represent an aggregate of 20% of the Company’s
issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the
Private Placement Warrants (as defined below)). The Initial Shareholders further agree that to the extent that the size of the
Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the
Initial Shareholders prior to the Public Offering at 20% of its issued and outstanding Ordinary Shares upon the consummation of
the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (i) the 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 Class A Ordinary Shares included in the Units issued in the Public Offering and (ii) the reference
to 750,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares
that the Initial Shareholders would have to surrender to the Company in order for the Initial Shareholders to hold an aggregate
of 20% of the Company’s issued and outstanding Class A Ordinary


 




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Shares after the
Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement Warrants).


 


		6.	The
                                         Sponsor and each Insider hereby agrees and acknowledges that: (a) 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), and 7(b),
                                         as applicable, of this Letter Agreement, (b) monetary damages may not be an adequate
                                         remedy for such breach and (c) the non-breaching party shall be entitled to injunctive
                                         relief, in addition to any other remedy that such party may have in law or in equity,
                                         in the event of such breach.



 


		7.	(a)
                                         The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder
                                         Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier
                                         of (i) one year after the completion of the Company’s initial Business Combination
                                         and (ii) subsequent to the Business Combination,



 


(A) if the closing
price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, amalgamation,
capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders
having the right to exchange their shares of Class A Ordinary Shares for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 


		(b)	The
                                         Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement
                                         Warrants (or any Class A Ordinary Shares underlying the Private Placement Warrants),
                                         until 30 days after the completion of a Business Combination (the “Private Placement
                                         Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the
                                         “Lock-up Periods”).



 


		(c)	Notwithstanding
                                         the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares,
                                         Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement
                                         Warrants that are held by the Sponsor, any Insider or any of their permitted transferees
                                         (that have complied with this paragraph 7(c)), are permitted (i) to the Company’s
                                         officers or directors, any affiliate or family member of any of the Company’s officers
                                         or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of
                                         their affiliates; (ii) 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; (iii)
                                         in the case of an individual, by virtue of laws of descent and distribution upon death
                                         of such individual; (iv) in the case of an individual, pursuant to a qualified domestic
                                         relations order; (v) by private sales or transfers made in connection with any forward
                                         purchase



 




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agreement or
similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability
company agreement upon dissolution of the Sponsor; or (viii) in the event of the Company’s liquidation, merger, capital
stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange
their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial
Business Combination; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions
contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


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



 


		9.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate
                                         of the Sponsor or any officer, nor any director of the Company, shall receive from the
                                         Company any finder’s fee, reimbursement, consulting fee, non- cash payments, monies
                                         in respect of any repayment of a loan or other compensation prior to, or in connection
                                         with any services rendered in order to effectuate, the consummation of the Company’s
                                         initial Business Combination (regardless of the type of transaction that it is), other
                                         than the following, none of which will be made from the proceeds held in the Trust Account
                                         prior to the completion of the initial Business Combination: repayment of a loan and
                                         advances up to an aggregate of $250,000 made to the Company by the Sponsor; payment to
                                         the Sponsor for certain office space, utilities, secretarial and administrative support
                                         as may be reasonably required by the Company for a total up to $10,000 per month; reimbursement
                                         for any reasonable out-of-pocket



 




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expenses related
to identifying, investigating, negotiating and completing an initial Business Combination, and repayment of loans, if any, and
on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any
of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination,
provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside
the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used
for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 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 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, (a) “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; (b) “Ordinary
                                         Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares,
                                         par value $0.0001 per share (the “Class B Ordinary Shares”); (c) “Founder
                                         Shares” shall mean the 5,750,000 Class B Ordinary Shares issued and outstanding
                                         (up to 750,000 of which are subject to complete or partial forfeiture if the over-allotment
                                         option is not exercised by the Underwriters); (d) “Initial Shareholders”
                                         shall mean the Sponsor and any Insider that holds Founder Shares; (e) “Private
                                         Placement Warrants” shall mean the 8,000,000 warrants (or 8,900,000 warrants
                                         if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
                                         for an aggregate purchase price of $8,000,000 (or



 


$8,900,000 if
the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (f) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (g) “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 (h) “Transfer”
shall mean the (i) 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, (ii) 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,


 




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whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention
to effect any transaction specified in clause (i) or (ii).


 


		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.



 




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		18.	This
                                         Letter Agreement shall be governed by and construed and enforced in accordance with the
                                         laws of the State of New York. The parties hereto (a) 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 (b) 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 (a) the expiration of the Lock-up
                                         Periods or (b) 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 March 31, 2021; provided further that paragraph 4 of this Letter Agreement
                                         shall survive such liquidation.



 


[Signature
Page Follows]


 




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	 	Sincerely,



	 	 
	 	TREPONT ACQUISITION I, LLC



	 	 
	 	 	 
	 	By:	/s/ Ori Sasson
	 	Name:	Ori  Sasson
	 	
        Title:
	Member



 


 


	 	By:	/s/ Ori Sasson
	 	Name:	Ori  Sasson
	 	
        Title:
	 Director



 


 


	 	By:	/s/ Arun Sarin
	 	Name:	 Arun Sarin
	 	
        Title:
	 Director



 


 





	 	By:	/s/ J. Michael Cline
	 	Name:	 J. Michael Cline
	 	
        Title:
	 Director


 


 





	 	By:	/s/
Sanjay Jha
	 	Name:	
Sanjay Jha
	 	
        Title:
	 Director


 


 





	 	By:	/s/

Oren Zeev
	 	Name:	

Oren Zeev
	 	
        Title:
	 Director


 


 


Acknowledged
and Agreed: TREPONT ACQUISITION CORP I


 


	By:	/s/ Ori Sasson	 
	Name:	Ori  Sasson	 
	
        Title:
	
Chief Financial Officer