Exhibit 10.1


 


[____________ __, 2021]


 


Gesher I Acquisition Corp.


Hagag Towers


North Tower, Floor 24


Haarba 28


Tel Aviv, Israel


 


EarlyBirdCapital,
Inc.


366 Madison Ave
8th Floor


New York, NY 10017


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (“Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Gesher I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and
EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule
I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value
$0.0001 per share (the “Ordinary Shares”), and one-half of one warrant (“Warrant”),
each whole Warrant exercisable for one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agrees, severally but not jointly, with the Company as follows:


 


1. If the Company solicits
approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially owned by him, her,
or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event that the
Company fails to consummate a Business Combination within the time period set forth in the Company’s Amended and Restated Memorandum
and Articles of Association, as the same may be amended from time to time (the “Charter”), the undersigned will,
as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) not more than ten (10) business days thereafter, redeem the IPO shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned funds held in the Trust Account (less up to $100,000 to pay liquidation
expenses and net of interest released to the Company to pay taxes as permitted pursuant to the Trust Agreement), divided by the number
of then outstanding IPO Shares, which redemption will extinguish public shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any), and (iii) 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 (ii) and (iii)
to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the Founders’ Shares owned by the undersigned and hereby waives any Claim the undersigned may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for
any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect
to any Warrants, all rights of which will terminate on the Company’s liquidation.


 


[(c) In the event of the liquidation
of the Trust Account, Gesher I Sponsor LLC agrees to indemnify and hold harmless the Company for any debts and obligations to target businesses
or vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company,
but only to the extent necessary to ensure that such debt or obligation does not reduce the amount of funds in the Trust Account below
$10.00 per share; provided that such indemnity shall not apply (i) if such vendor or prospective target business executed an agreement
waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (ii) as to any
claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities Act”).]1


 


	 	1	For Sponsor letter only.


 






     


     


    

 


3. The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company
or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the
Company must obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions, that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


4. Neither the undersigned
nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation, finder fee or other cash payment
prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall
be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary – The Offering
– Limited payments to insiders.”


  


5. (a) The undersigned will
place into escrow all Founders’ Shares owned by the undersigned pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent.


 


(b) The undersigned agrees
that until after the Company consummates a Business Combination, all Private Warrants (and underlying Ordinary Shares) owned by the undersigned
will be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Warrants.


 


6. (a) In order to minimize
potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the earliest
of the Company’s initial Business Combination or liquidation, the undersigned shall present to the Company for its consideration,
prior to presentation to any other entity, any suitable target business, subject to any fiduciary or contractual obligations the undersigned
might have.


 


(b) The undersigned hereby
agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of
the obligations contained in 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. The undersigned’s
biographical information previously furnished to the Company and the Representative is true and accurate in all respects, does not omit
any material information with respect to the undersigned’s background and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representative is true and accurate in all respects. The undersigned represents and warrants that:


 


	 	(a)	he/she has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her or any partnership in which he/she was a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing;


 


	 	(b)	he/she has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her business or property, or any such partnership;


 


	 	(c)	he/she has never been convicted of fraud in a civil or criminal proceeding;


 






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	 	(d)	he/she has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	he/she has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	he/she has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his/her right to engage in any activity described in 9(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	he/she has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	he/she has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	he/she has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


	 	(j)	he/she has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	he/she has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	he/she was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	he/she has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined him/her from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 






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	 	(n)	he/she has never been subject to any order of the SEC that orders him/her to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	he/she has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	he/she has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	he/she is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


	 	(r)	he/she is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or section 203(e) or 203(f) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	he/she has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


8. The undersigned has full
right and power, without violating any agreement by which he, she or it is bound, to enter into this Letter Agreement [and to serve as
a director and/or officer of the Company].2


 


9. The undersigned hereby
waives any right to exercise conversion/redemption rights with respect to any Ordinary Shares of the Company owned or to be owned by the
undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), regardless of how or when acquired, and
agrees not to seek conversion/redemption with respect to such shares in connection with any vote to approve a Business Combination or
any vote to amend Article 48 of the Charter (or sell such shares to the Company in a tender offer in connection with the foregoing).


 


10. The undersigned hereby
agrees to not propose, or vote in favor of, an amendment to Article 48 of the Charter prior to the consummation of a Business Combination
unless the Company provides public shareholders with the opportunity to convert/redeem their Ordinary Shares for cash upon such approval
in accordance with such Article 48 thereof.


 


 


	 	2	For officer and director letter only.


 






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11. 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. Each of the Company and the undersigned
hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this Letter Agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.


 


12. As used herein, (i) a
“Business Combination” means a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsors of the Company immediately prior to the IPO; (iii) “Founders’ Shares”
means all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” means
the Ordinary Shares issued in the Company’s IPO; (v) “Private Warrants” means the warrants that are being
sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Agreement” means
the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company being entered into in
connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust Account” means
the trust account into which a portion of the net proceeds of the IPO and sale of Private Warrants will be deposited; and (viii) “Registration
Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-_____) filed with the Securities
and Exchange Commission.


 


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), except by a written instrument executed by all parties hereto.


 


14. Each of the undersigned
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth
herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary
with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject matter hereof.


  


[Signature Page Follows]


 






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	 	Print Name of Insider
	 	 
	 	 
	 	Signature


 


	 	Acknowledged and Agreed:
	 	 
	 	GESHER I ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Insider Letter]