Exhibit 10.1


 


Execution Version


 


December 1, 2020


 


Rodgers Silicon Valley Acquisition Corp. 


535 Eastview Way 


Woodside, CA 94062


 


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 Rodgers Silicon Valley Acquisition Corp., a
Delaware corporation (the “Company”), and Oppenheimer & Co. Inc., (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 common stock, par value $0.0001 per share (the “Common Stock”),
and one-half 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 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 Nasdaq Capital Market. Certain capitalized terms used herein are defined
in paragraph 12 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, each of Rodgers Capital, LLC (the
 “Sponsor”) and 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 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 Capital Stock owned by it, him or her in connection
with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination,
the Sponsor and each Insider agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company
in connection with such tender offer.


 






     


     


    

 


2. The Sponsor and
each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination 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 (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (as described
in the Prospectus) (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 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 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 agrees not to propose any amendment
to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection
with a Business Combination or the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination by the date set forth in the Charter or (ii) the other provisions relating to stockholders’
rights or pre-initial Business Combination activities, unless the Company provides Public Stockholders with the opportunity to
redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (as described in the Prospectus), divided by the number of then outstanding Offering
Shares.


 


The Sponsor and each
Insider acknowledges that, with respect to the Founder Shares held by it, him or her, 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 (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). The Sponsor and each Insider hereby further waives, with respect to any shares of Capital 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 a stockholder
vote to approve an amendment to the Charter to (i) modify the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the
Charter or in the context of a tender offer made by the Company to purchase shares of Capital Stock or (ii) with respect
to any other provision relating to stockholders’ rights or pre-initial Business Combination activity.


 






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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, any Units, shares
of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by it, him or her, (ii) 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 Common Stock,
Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, (iii) 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 Common Stock, Founder Shares, 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 (iv) publicly announce any intention to effect any transaction
specified in clause (i), (ii) or (iii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective
date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce
the impending release or waiver by press release through a major news service at least two Business Days before the effective
date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date
of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a
transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter
Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4. In the event of
the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written
letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (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 and (ii) the actual amount per Offering Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions
in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) 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 (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 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.


 






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5. To the extent that
the Underwriter 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 Sponsor agrees to forfeit, at no cost, a number of
Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus
the number of Units purchased by the Underwriter upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the 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.


 


6. (a) The Sponsor
and the Insiders, other than Joseph I. Malchow, hereby agree not to participate in the formation of, or become an officer or director
of, any special purpose acquisition company with a class of securities registered under the Exchange Act, other than the Company,
until the Company has entered into a definitive agreement regarding an initial Business Combination or the Company has failed
to complete an initial Business Combination within 24 months after the closing of the Public Offering, as such period may be extended
by Company stockholder approval.


 


(b) 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 the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 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 until the earlier of (A) one year after
the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial 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 agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock underlying
such Private Placement Warrants), until 30 days after the Company’s completion of its initial 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 7(a) and (b), Transfers of the Founder Shares, the Private Placement Warrants and
the 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 affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or any member 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 the Company’s
initial Business Combination at prices no greater than the price at which the Founder Shares, shares of Common Stock or Private
Placement Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited
liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or
(g), any such permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions in this paragraph 7(c) and the other restrictions contained in this Letter Agreement.


  


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


 


9. Except as disclosed
in the Prospectus, neither the Sponsor nor any officer, 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, 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 $50,000 made to the Company by the Sponsor; payment to an affiliate 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 $10,000 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 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 $1,000,000
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.


 






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11. 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 or director of the Company and hereby consents to being named in the Prospectus as an officer
or director of the Company.


 


12. (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) “Business Day” means
each day that is not a Saturday, Sunday or other day on which banking institutions in The City of New York, New York, are authorized
or required by law to close; (iii) “Capital Stock” shall mean, collectively, the Common Stock and
the Founder Shares; (iv) “Founder Shares” shall mean the 5,750,000 shares of Common Stock, par
value $0.0001 per share, (up to 750,000 Shares of which are subject to complete or partial forfeiture by the Sponsor, if the over-allotment
option is not exercised by the Underwriter) outstanding immediately prior to the consummation of the Public Offering; (v) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares prior to the consummation of the
Public Offering; (vi) “Private Placement Warrants” shall mean the 6,000,000 Warrants to purchase
up to 6,000,000 shares of Common Stock that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 or
$1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public
Stockholders” shall mean the holders of the Offering Shares; (viii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of Private Placement Warrants
shall be deposited; and (ix) “Transfer” shall mean the (a) sale of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of
a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the
Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect
any transaction specified in clause (a) or (b).


 





13. 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.


 






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14. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


15. 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.


 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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.


 





20. 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.


 


21. 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
by December 31, 2020; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation. 


 


[Signature Page Follows]


 









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	 	Sincerely,

        

	 	 	 
	 	RODGERS
    CAPITAL, LLC
	 	 	 
	 	 
	 	 	 
	 	By:	/s/ Thurman
    J. Rodgers
	 	 	Name:  Thurman J. Rodgers
	 	 	Title:
    Manager



 


	 	By: 	/s/Thurman
    J. Rodgers
	 	 	Thurman J. Rodgers    
	 	 
	 	By: 	/s/ Emmanuel
    T. Hernandez
	 	 	Emmanuel T. Hernandez    
	 	 
	 	By: 	/s/ Lisan
    Hung
	 	 	Lisan Hung  
	 	 
	 	By: 	/s/ Steven
    J. Gomo
	 	 	Steven J. Gomo  
	 	 
	 	By: 	/s/ John
    D. McCranie
	 	 	John D. McCranie  
	 	 
	 	By: 	/s/ Joseph
    I. Malchow       
	 	 	Joseph I. Malchow    





 


[Signature
Page to Letter Agreement]    



 






     


     


    

 


	 	Acknowledged and Agreed:
	 	 	 
	 	RODGERS SILICON VALLEY ACQUISITION
    CORP.
	 	 
	 	By:	 /s/
    Thurman J. Rodgers
	 	 	Name:
    Thurman J. Rodgers
	 	 	Title:  Chief
    Executive Officer


 


  [Signature
Page to Letter Agreement]