Exhibit 10.1


 


___________, 2020


 


Atlas Crest Investment Corp.


399 Park Avenue


New York, New York 10022


 


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 between Atlas Crest Investment Corp., a Delaware corporation (the “Company”), and
Cantor Fitzgerald & Co., 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 57,500,000 of the Company’s units (including
up to 7,500,000 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 “Class A Common Stock”),
and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Class A 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 Units have been approved for listing on the New York Stock Exchange. Certain capitalized terms used herein are defined
in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Atlas Crest Investment 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
of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees that if the
Company seeks 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 Common Stock (as defined below) 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 seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her in connection therewith.


 


2. The Sponsor and each Insider hereby agrees that
in the event that the Company fails to consummate a Business Combination within 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 (as it may be amended from time to time, the “Charter”), the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares of Class A 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), 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, liquidate and dissolve, 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 to not propose any 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 does not complete a Business Combination within the required time period set forth in the Charter or with respect to any
other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company
provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Offering Shares.


 




     


     


    

 


The Sponsor and each Insider acknowledges that it, he or she
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company
as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he
or she may have in connection with (A) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination, or (B) 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 with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity or in the context of a
tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails
to consummate a Business Combination within the time period set forth in the Charter).


 


3. During the period
commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, other than as permitted in the Amended and Restated Operating Agreement of the Sponsor, as amended, supplemented or
modified, from time to time, 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 Common Stock (including, but not limited to, Founder
Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common 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 Common Stock (including, but not limited to, 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 (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 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 (which for purposes of clarification shall not extend to any other
shareholders, members or managing managers of 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 taxes payable, (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 Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.  In the event that any such executed
waiver by a third party or a Target is deemed to be unenforceable against such third party or Target, the Sponsor shall not be
responsible to the extent of any liability for such third-party claims. 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. For the avoidance of doubt, none of
the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation,
claims by vendors and prospective target businesses.


 




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5. To the extent that the Underwriters do not exercise
their over-allotment option to purchase up to an additional 7,500,000 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 1,875,000 multiplied by a fraction, (i) the numerator of which is 7,500,000 minus the number of Units purchased by the
Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 7,500,000. The forfeiture will
be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares
will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public
Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below)).
The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will
purchase or sell shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation
of the Public Offering in such amount as to maintain the ownership of the initial shareholders prior to the Public Offering at
20.0% of its issued and outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase
or decrease in the size of the Public Offering, then (A) the references to 7,500,000 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 Public Shares included in the
Units issued in the Public Offering and (B) the reference to 1,875,000 in the formula set forth in the first sentence of this paragraph
shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial
shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the
Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).


 


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 any Founder Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until
the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the
Business Combination, (x) if the closing price of the Class A 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 Class A 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 any share of Class A 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”).


 




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(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common Stock issued or issuable
upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider
or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (i) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the
Sponsor or to any members of the Sponsor or any of their affiliates; (ii) in the case of an individual, by gift to a member of
such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws
of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic
relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or any financing transaction
or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the
price at which each type of security was originally purchased; (vi) in the event of the Company’s liquidation prior to the
completion of an initial Business Combination; (vii) by virtue of the laws of the State of Delaware (viii) the Amended and Restated
Operating Agreement of the Sponsor, as amended, supplemented or modified, from time to time ; or (ix) in the event of the Company’s
liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and
the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating
distributions).


 


8. The Sponsor and each Insider represents and warrants
that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does
not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he
or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never
been convicted of, or pleaded guilty to, any crime (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, non-cash payments, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be
made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan
and advances up to an aggregate of $300,000 made to the Company by the Sponsor to cover offering-related and organizational expenses;
payment to an affiliate of the Sponsor for certain office space, secretarial and administrative support as may be reasonably required
by the Company for a total of $10,000 per month; cash compensation to an affiliate of the Sponsor, for any financial advisory,
placement agency or other similar investment banking services that such affiliate may provide to our company, in connection with
our initial Business Combination, including, but not limited to, the Marketing Fee (as defined in the Prospectus) payable to the
Representative and an affiliate of the Sponsor, upon the consummation of our initial business combination, and reimbursement to
such affiliate for any out-of-pocket expenses incurred by it in connection with the performance of such services; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and consummating an initial Business
Combination, and repayment of non-interest bearing loans which may be made by the Sponsor or an affiliate of the Sponsor or certain
of the Company’s officers and directors to finance transaction costs in connection with an intended initial Business Combination,
provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside
the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used
for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at
a price of $1.50 per warrant at the option of the lender Such warrants would be identical to the Private Placement Warrants (as
defined below), including as to exercise price, exercisability and exercise period.


 


10. The Sponsor and each Insider has full right and
power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or
director of the Company.


 




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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) “Common Stock” shall mean the Class A common stock
and Class B common stock, par value $0.0001 per share (“Class B Common Stock”); (iii) “Founder
Shares” shall mean the 14,375,000 shares of Class B common stock issued and outstanding (up to 1,875,000 Shares of
which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the 8,000,000 Warrants that the Sponsor has agreed to purchase for an aggregate purchase price
of $12,000,000 (or 9,000,000 Warrants that the Sponsor has agreed to purchase for an aggregate purchase price of $13,500,000 if
the over-allotment option is exercised in full by the Underwriters), or $1.50 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 and the sale of the Private Placement Warrants shall be deposited;
(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); and (ix) “Warrants”
shall mean the Private Placement Warrants and public warrants.


 


12. The Company will maintain an insurance policy
or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy
or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


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


 


14. No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter Agreement shall be construed
to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason
of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This Letter Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this
Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and enforceable.


 




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18. This Letter Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York 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 by March 31, 2021; provided further
that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






     


     


    

 





	 	Sincerely,
	 	 	 
	 	ATLAS CREST INVESTMENT LLC
	 	 	 
	 	By:	 
	 		Name: 
	 		Title: Managing Member
	 	 	 
	 	By:	 
	 		Name: Kenneth Moelis
	 	 	 
	 	By:	 
	 		Name: Michael Spellacy
	 	 	 
	 	By:	 
	 		Name: Taylor Rettig
	 	 	 
	 	By:	 
	 		Name: Christopher Callesano
	 	 	 
	 	By:	 
	 		Name: David Fox
	 	 	 
	 	By:	 
	 		Name: Emanuel Pearlman
	 	 	 
	 	By:	 
	 		Name: 



 


	For purposes of Section 9 only:	 
	 	 	 
	MOELIS & COMPANY LLC	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 



 


[Signature Page to Letter Agreement]


 




     


     


    

  


	Acknowledged and Agreed:	 
	 	 
	ATLAS CREST INVESTMENT CORP.	 
	 	 	 
	By:	 	 
	 	Name: Michel Spellacy	 
	 	Title:   Chief Executive Officer