Exhibit 10.1


 


____,
2020


 


Carney
Technology Acquisition Corp. II


533
Airport Blvd, Suite 400


Burlingame,
CA 94010


 


	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 Carney Technology
Acquisition Corp. II ., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, Cantor
Fitzgerald & Co. and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the
several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000
of the Company’s units (including up to 5,250,000 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-third 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 (File No. 333-249415) 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 Carney Technology
Sponsor II 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 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 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
the timeframe set forth in the Company’s second 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 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 the
case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i)
the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination
or amendments to the Charter prior thereto or (ii) (A) 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 or (B) any other provisions relating
to stockholders' rights or pre-initial Business Combination activity, 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 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 or Private Placement 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, whether acquired now or hereafter, any redemption rights it, he
or she may have in connection with the consummation of a Business Combination or amendments to the Charter prior thereto, 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 (i) (A) 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 (B) any other provisions relating to stockholders' rights or pre-initial Business Combination activity or (ii) in the
context of a tender offer made by the Company to purchase shares of Common Stock (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 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 Representatives, (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. 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) $10.00 per Offering
Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
interest earned on the Trust Account which may be withdrawn to pay taxes, (y) 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 5,250,000 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 1,312,500 multiplied by a fraction, (i) the numerator of which
is 5,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 5,250,000. 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 (not including the Private Placement Shares).


 


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 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 and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares,
the 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 Units 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 Units,
Private Placement 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 that are held by the Sponsor, any Insider or any of their permitted transferees
(that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or
family member of any of the Company’s officers or directors 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.


 


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.


 






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9.
Except as disclosed in the Prospectus, neither the Sponsor nor any officer, director, advisor or any affiliate of the Sponsor,
officer, director or advisor of the Company, shall receive any 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) “Capital Stock” shall mean, collectively, the Common Stock
and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 10,062,500
shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to
1,312,500 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 approximately $0.003 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 Shares” shall mean the 900,000 shares of
Common Stock comprising the Private Placement Units; (vi) “Private Placement Units” shall mean the
900,000 units, each comprised of one share of Common Stock and one-third of one warrant to purchase one share of Common
Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $9,000,000 in the aggregate, or purchase
price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of
the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to
300,000 shares of Common Stock comprising the Private Placement Units; (viii) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x)
“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).


  


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.


 






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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, 2020; 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 Representatives on behalf of the Underwriters
are third party beneficiaries of this Letter Agreement.


  


[Signature
Page Follows]


  




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	 	Sincerely,
	 	 
	 	CARNEY
    TECHNOLOGY SPONSOR II LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Steven Fletcher
	 	 	Title:   	Managing Member


 


	 	By:	 
	 	 	Name: 	Lloyd Carney


 


	 	By:	 
	 	 	Name: 	David Roberson


 


	 	By:	 
	 	 	Name: 	Gale England


 


	 	By:	 
	 	 	Name: 	Lt. Gen. (Ret.) Robert Ferrell


 


	 	By:	 
	 	 	Name: 	Carol Goode


 


	 	By:	 
	 	 	Name: 	Ellen O’Donnell


 


	 	By:	 
	 	 	Name: 	Alex Vieux


 


	 	By:	 
	 	 	Name: 	Steven Fletcher


 


 


	Acknowledged
    and Agreed:	 
	 	 
	CARNEY
    TECHNOLOGY ACQUISITION CORP. II	 
	 	 	 
	By:	 	 
	 	Name: 	David Roberson	 
	 	Title: 	Chief Executive Officer and Chief Financial Officer	 


 


[Signature
Page to Letter Agreement]


 






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