Exhibit 10.1


 


[_____], 2020


 


Spartacus Acquisition Corporation


6470 E Johns Crossing, Suite 490


Duluth, GA 30097


 


		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 Spartacus Acquisition Corporation, a Delaware corporation (the “Company”),
and B. Riley Securities, Inc., 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 28,750,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A 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. 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 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 Spartacus Sponsor LLC (the “Sponsor”),
B. Riley Principal Investments, LLC (“B. Riley”) 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, B. Riley 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 Common 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, B. Riley 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, B. Riley 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 stockholders in
accordance with the Company’s amended and restated certificate of incorporation (the “Charter”),
the Sponsor, B. Riley 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 (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, B. Riley and each Insider agrees not to propose any amendment to the Charter to modify 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 within such time set forth
in the Charter, unless the Company provides its 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, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor, B. Riley 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, B. Riley and each Insider hereby further waives, with respect to any shares of Common 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 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 Common Stock (although the Sponsor,
B. Riley, 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 date of the Underwriting Agreement and ending 180 days after such date, the Sponsor, B. Riley 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, Warrants 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,
Warrants 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, B. Riley 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
                                                                                                             shall (x) 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) $10.15 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 $10.15 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) 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) 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.



 






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5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 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 937,500 multiplied by a fraction, (i) the numerator of which is
3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,750,000. 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.


 


6. (a)
The Underwriters acknowledge that each Insider may become an officer or director of another special purpose acquisition company
with a class of securities intended to be registered under the Exchange Act, even before the Company has entered into a definitive
agreement regarding an initial Business Combination.


 


(b) The Sponsor, B. Riley 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, B. Riley 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, B. Riley and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock
issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination or (B) subsequent to the Business Combination, (x) if the last 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, B. Riley and each Insider
agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon
the exercise of 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 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, B. Riley,
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 or any affiliate of the
Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of
such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices
no greater than the price at which the shares or 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), these permitted transferees must enter into a written agreement with the Company agreeing to
be bound by the transfer restrictions herein.


 



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8. The
Sponsor, B. Riley 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) .


 


10. The
Sponsor, B. Riley 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,
                                                                                                             (i) “Business Combination” shall mean a merger, capital stock exchange, asset
                                                                                                             acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more
                                                                                                             businesses; (ii) “Capital Stock” shall mean, collectively, the Common Stock and
                                                                                                             the Founder Shares; (iii) “Founder Shares” shall mean (a) the 7,187,500 shares
                                                                                                             of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 937,500
                                                                                                             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 $0.0035 per share, prior to the consummation of the Public
                                                                                                             Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider
                                                                                                             that holds Founder Shares; (v) “Private Placement Warrants”
                                                                                                             shall mean the Warrants to purchase up to 9,725,092 shares of Common Stock of the Company (up to 11,037,592 if the
                                                                                                             over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of
                                                                                                             $9,725,092 in the aggregate (up to $11,037,592 if the over-allotment option is exercised in full), or $1.00 per Warrant and
                                                                                                             the Warrants to purchase 774,908 shares of Common Stock of the Company that B. Riley has agreed to purchase for an aggregate
                                                                                                             purchase price of $774,908, or $1.00 per Warrant, in a private placement that shall occur simultaneously with the
                                                                                                             consummation of the Public Offering; (vi) “Public Stockholders” shall mean the
                                                                                                             holders of securities issued in the Public Offering; (vii) “Trust Account” shall
                                                                                                             mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii)
                                                                                                             “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).



 






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12. The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
officer and 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.


 


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. 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, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The
Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a
third party beneficiary of this Letter Agreement.


 


[Signature Page Follows]


 




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Sincerely,


 


	 	SPARTACUS SPONSOR LLC,

a Delaware limited liability company
	 	 
	 	Managing Members:
	 	 
	 	CCUR HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name:   	Igor Volshteyn
	 	 	Title: 	President and COO
	 	 	 
	 	MILFAM CI LLC SPARTACUS
	 	 	 
	 	By:	MILFAM CI Management LLC
	 	Its:	Manager
	 	 	 
	 	By:	 
	 	 	Name: 	 Neil Subin
	 	 	Title: 	Sole Manager
	 	 	 	 
	 	B. RILEY PRINCIPAL INVESTMENTS, LLC,

a Delaware limited liability company 
	 	 
	 	By: 	 
	 	 	Name:   	            
	 	 	Title:	 


 


	 	By:	 
	 	 	Name:  Peter D. Aquino


 


	 	By:	 
	 	 	Name:  Igor Volshteyn


 


	 	By:	 
	 	 	Name:  	Alan Howe


 


	 	By:	 
	 	 	Name:  Eric Edidin


 


	 	By:	 
	 	 	Name:  Andrew Day
	 	 	 
	 	By:	 
	 	 	Name:  Shelly C. Lombard
	 	 	 
	 	By:	 
	 	 	Name:  Skyler Wichers


 


	Acknowledged and Agreed:	 
	 	 
	SPARTACUS ACQUISITION CORPORATION	 
	 	 	 
	By:	    	 
	 	Name: Igor Volshteyn	 
	 	Title: Chairman and Chief Executive Officer
	 


 


 


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