Exhibit 10.1


 


[●], 2022 


Sunfire Acquisition Corp Limited


1800 Avenue of the Stars, Suite 1475


Los Angeles, CA 90067


 


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 Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Company”), and
EF Hutton, division of Benchmark Investment, 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 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
Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (the
“Right”). Each Right entitles the holder thereof to receive one-sixth (1/6) of one share of Ordinary
Share upon consummation of the initial business combination, subject to adjustment. The Units will be sold in the Public Offering pursuant
to a registration statement 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
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, each of Sunfire Sponsor, LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team or an advisor of the Company (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as
follows:


 


	1.	The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination (as defined below), then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares 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, 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 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 by the Company’s shareholders 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 (as defined below), including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (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 Cayman Islands 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 Company’s amended and restated memorandum and articles of association (a) that would affect the ability of Public Shareholders to exercise redemption rights with respect to the Offering Shares or 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 (or up to 18 months) from the closing of the Public Offering, or (b) with respect to any other provision 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 (which interest shall be net of taxes payable), 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 (as defined below) held by it. 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 and the Insiders 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 (or up to 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).
	 	 
	3.	During the period commencing on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Capital Stock, Rights or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Rights or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective three 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 public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with
    which the Company has discussed entering into a transaction agreement (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) $10.15 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 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 of 1933, as amended. 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.


 




    	 	2	 



     


    

 


	5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units in full within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 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 Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering.
	 	 
	 	All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as a matter of Cayman Islands law. 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 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding Ordinary Shares upon the consummation of the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 1,500,000 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 Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 375,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Founder Shares would represent an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering).
	 	 
	6.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
	 	 	 
	7.	(a)	The Sponsor and each Insider agrees that it, he or she shall not Transfer nor sell any Founder Shares
    (or shares of Ordinary Share issuable upon conversion thereof) until the earlier to occur of (A) six-month anniversary of the completion
    of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of
    the Ordinary Shares equal 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, reorganization or other
    similar transaction that results in all of the Company’s public 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 (including the underlying Rights), until 30 days after the completion of a Business Combination (the “Private Placement Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 




    	 	3	 



     


    

 


	 	(c)	Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares and Private Placement Units (including the Private Shares and Private Rights), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family, to a trust, the beneficiary of which is a member of such individual’s immediate family or 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; 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), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.


 


	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, director, advisor or affiliate of the Sponsor, nor any officer, director or advisor 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).
	 	 
	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 or an advisor of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company or an advisor 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) “Ordinary Shares” shall mean, collectively, the Ordinary Shares; (iii) “Founder
    Shares” shall mean (a) the 2,875,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share,
    initially issued to 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 by the Underwriters) for an aggregate purchase price of $25,000, or $0.009 per share, prior
    to the consummation of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any
    Insider that holds Founder Shares; (v) “Private Placement Units” shall mean 404,600 units (or 442,100
    units if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price
    of $4,046,000 (or $4,421,000 if the over-allotment option is exercised in full) in the aggregate, or $10.00 per Unit,
    in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Private Rights”
    shall mean the rights underlying the Private Units, (vi) “Private Shares” shall mean the Ordinary Shares
    underlying the Private Units, (vii) “Public Shareholders” shall mean the holders of securities issued in
    the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds
    of the Public Offering 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).


 




    	 	4	 



     


    

 


	12.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each director of the Company 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; provided, however, that the Representatives on behalf of the Underwriters are third party beneficiaries of this Letter Agreement.
	 	 
	16.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
	 	 
	17.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
	 	 
	18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
	 	 
	19.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
	 	 
	20.	Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.
	 	 
	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 and closed by December 31, 2022; provided further that paragraph 4 of this Letter Agreement
    shall survive such liquidation.


 


[Signature Page Follows]


 




    	 	5	 



     


    

 


	 	Sincerely,
	 	 
	 	SUNFIRE SPONSOR, LLC
	 	 
	 	By:	 
	 	Name:	 Mohammad Omar Mirza 

	 	Title:	Manager


 


	Acknowledged and Agreed:	 
	 	 
	SUNFIRE ACQUISITION CORP LIMITED 	 
	 	 
	By:		 
	Name:	Thomas W. Neukranz	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]