Exhibit 10.1


 


Execution Version


 


SPONSOR AGREEMENT


 


This SPONSOR AGREEMENT (this
“Agreement”), dated as of October 12, 2021, is made by and among Dune Acquisition Holdings LLC, a Delaware limited
liability company (“Sponsor”), Dune Acquisition Corp., a Delaware corporation (“SPAC”), and TradeZero
Holding Corp., a Delaware corporation (the “Company”). Sponsor, SPAC and the Company shall be referred to herein from
time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement.


 


RECITALS


 


WHEREAS, SPAC, Dune
Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“Merger Sub”), Dune Merger Sub
II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of SPAC (“Merger Sub II”), and the
Company, are entering into an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time, the “Merger
Agreement”), a copy of which has been made available to Sponsor;


 


WHEREAS, as of the
date hereof, Sponsor is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange
Act) of 4,312,500 shares of SPAC Class B Common Stock and 4,850,000 SPAC Warrants, all of which are SPAC Private Placement Warrants;


 


WHEREAS, the Merger
Agreement contemplates that the Parties will enter into this Agreement concurrently therewith, pursuant to which, among other things,
Sponsor will (a) vote in favor of approval of the Merger Agreement and the transactions contemplated thereby and (b) agree to waive any
adjustment to the conversion ratio set forth in the SPAC Organizational Documents with respect to the SPAC Class B Common Stock related
to the issuance of SPAC Class A Common Stock; and


 


WHEREAS, as a condition
to SPAC’s and the Company’s willingness to enter into the Merger Agreement, and as an inducement and in consideration for
SPAC and the Company to enter into the Merger Agreement, the Sponsor has agreed to enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 


1. Binding
Effect of Merger Agreement. Sponsor hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity
to consult with its tax and legal advisors. Sponsor agrees not to, directly or indirectly, take any action that would violate Section
8.03(b) (Exclusivity) as if Sponsor was deemed an original signatory to the Merger Agreement with respect to such provisions. Sponsor
agrees not to, directly or indirectly, take any action that would violate Section 8.05(b) (Confidentiality; Publicity) of the Merger
as if Sponsor was deemed an original signatory to the Merger Agreement with respect to such provisions. Notwithstanding anything in this
Agreement to the contrary, (a) Sponsor makes no agreement or understanding herein in any capacity other than in Sponsor’s capacity
as a stockholder of the SPAC, and (b) nothing herein will be construed to limit or affect any action or inaction by an designee of Sponsor
serving as a member of the board of directors of the SPAC acting in such person’s capacity as a director, officer, employee or fiduciary
of the SPAC.


 


2. Registration
Rights Agreement. At the Closing, Sponsor shall deliver to the Company a duly executed copy of the Registration Rights Agreement.


 






     


     


    

 


3. Agreement
to Vote. Sponsor hereby irrevocably and unconditionally agrees that from the date hereof until the earlier of (a) the Closing, and
(b) the valid termination of the Merger Agreement in accordance with Article X thereof or the termination of this Agreement, (i) to vote
(or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at any meeting
of the shareholders of SPAC, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or
other approval of the shareholders of SPAC is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of
such holder’s Subject SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of Sponsor’s
SPAC Common Stock and SPAC Warrants (together with any other Equity Securities of SPAC that Sponsor holds of record or beneficially as
of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, collectively, the “Subject
SPAC Equity Securities”), regardless of whether or not the Mergers or any other transaction contemplated by the Merger Agreement
or of the following actions is recommended by the SPAC Board, (A) in favor of the SPAC Stockholder Matters (including, for the avoidance
of doubt, any proposal to adjourn or postpone the applicable stockholder meeting to a later date if there are not sufficient votes for
the approval of the SPAC Stockholder Matters or the closing condition in Section 9.01(f) of the Merger Agreement has not been satisfied)
and any other matters necessary or reasonably requested by the Company for the consummation of the Mergers and the other transactions
contemplated by the Merger Agreement, (B) against any merger agreement or merger, consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Merger Agreement and the Transactions)
or any Alternate Business Combination Proposal or any proposal relating to an Alternate Business Combination Proposal, (C) against any
proposal in opposition to the approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or the
Transactions, (D) against any change in the business of SPAC or the SPAC Board (other than in connection with the SPAC Stockholder Matters),
and (E) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement,
the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation, warranty or any other
obligation or agreement of any SPAC Party under the Merger Agreement, (3) result in any of the conditions set forth in Article IX of the
Merger Agreement not being fulfilled or (4) change in any manner the dividend policy or capitalization of, including the voting rights
of any class of capital stock of, SPAC, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities
for redemption in connection with the Merger Agreement or the Transactions, (iii) not to commit or agree to take any action inconsistent
with the foregoing, (iv) to comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain
Letter Agreement, dated as of December 17, 2020, by and among SPAC, its officers, its directors and Sponsor (the “Voting Letter
Agreement”), including the obligations of Sponsor pursuant to Section 1 therein not to redeem any shares of SPAC Common Stock
owned by Sponsor in connection with the Transactions, (v) not to modify or amend any Contract between or among Sponsor and any Affiliate
of Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand,
related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, (vi) to comply with the transfer restrictions
set forth in the Voting Letter Agreement irrespective of any release or waiver thereof, as if such transfer restrictions remain in effect
until the valid termination of the Merger Agreement in accordance with Article X thereof or the termination of this Agreement (regardless
of any earlier termination of such transfer restrictions set forth in the Voting Letter Agreement), and (vii) if SPAC seeks to consummate
an Alternate Business Combination Proposal by engaging in a tender offer, not to sell or tender any Subject SPAC Equity Securities in
connection therewith.


 


4. No
Transfer. Sponsor agrees that it shall not, directly or indirectly, during the period commencing on the date hereof and ending
on the expiration of this Agreement pursuant to Section 9, (i) sell, assign, transfer (including by operation of Law), gift, pledge,
dispose of or otherwise encumber any of the Subject SPAC Equity Securities or otherwise agree to do any of the foregoing, (ii) deposit
any Subject SPAC Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of
attorney with respect thereto that is inconsistent with this Agreement, or (iii) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law) or other
disposition of any Subject SPAC Equity Securities. Notwithstanding the foregoing, the Sponsor may transfer the Subject SPAC Equity Securities
(a) to the SPAC’s officers or directors, any Affiliate or Immediate Family Member of any of the SPAC’s officers or directors,
any Affiliate of the Sponsor or to any members of the Sponsor or any of their Affiliate; (b) in the case of an individual, by gift to
an Immediate Family Member or to a trust, the beneficiary of which is such individual’s Immediate Family Member, 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; or (e) by private sales
or transfers made in connection with any backstop arrangements, non-redemption agreements, or other financing arrangements made in compliance
with the Merger Agreement; provided that in the case of clauses (a) through (e), these permitted transferees must enter into a written
agreement with SPAC and the Company agreeing to be bound by the terms of this Agreement applicable to Sponsor. For purposes of this Agreement,
“Immediate Family Member” means any Person that is related by blood or current or former marriage or domestic partnership
or adoption, in each case that is not more remote than a first cousin. Any action taken in violation of this Section 4 shall be
null and void ab initio.


 






     


     


    

 


5. Adjustments.
In the event of any stock split, stock dividend or distribution, merger, reorganization, recapitalization, reclassification, combination,
exchange of shares or the like of the capital stock of SPAC affecting Sponsor’s Subject SPAC Equity Securities, the terms of this
Agreement shall apply to the resulting securities to the same extent as if such securities constituted the Subject SPAC Equity Securities
owned by Sponsor as of the date hereof.


 


6. Waiver
of Anti-dilution Protection. Sponsor hereby irrevocably and unconditionally (a) waives and agrees not to exercise any rights of appraisal
or rights to dissent from the Transactions that Sponsor may have with respect to the Subject Shares, subject to and conditioned upon,
the occurrence of the Closing, to the fullest extent permitted by Law and the SPAC Organizational Documents and (b) agrees not to assert
or perfect any rights to adjustment or other anti-dilution protections with respect to the rate that the SPAC Class B Common Stock held
by it converts into SPAC Class A Common Stock pursuant to Section 4.3(b) of SPAC’s Certificate of Incorporation or any other adjustment
or anti-dilution protections that arise in connection with the issuance of SPAC Class A Common Stock.


 


7. Representations
and Warranties. Sponsor represents and warrants to SPAC and the Company as follows:


 


(a) Sponsor
is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized
or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby
are within Sponsor’s limited liability company or corporate powers, as applicable, and have been duly authorized by all necessary
limited liability company or corporate actions on the part of Sponsor, as applicable. This Agreement has been duly executed and delivered
by Sponsor and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and
binding obligation of Sponsor, enforceable against Sponsor in accordance with the terms hereof (except as enforceability may be limited
by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of
specific performance and other equitable remedies).


 


(b) Sponsor
is the record and beneficial owner (as defined in the Securities Act) of, and has good and marketable title to, all of Sponsor’s
shares of SPAC Common Stock and SPAC Warrants, and there exist no Liens or any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of such shares of SPAC Common Stock or SPAC Warrants (other than transfer restrictions
under the Securities Act)) affecting any such shares of SPAC Common Stock or SPAC Warrants, other than Liens pursuant to (i) this Agreement,
(ii) the SPAC Organizational Documents, (iii) the Merger Agreement, (iv) the Voting Letter Agreement or (v) any applicable securities
Laws. As of the date hereof, the Sponsor is the holder of record and the beneficial owner of 4,312,500 shares of SPAC Class B Common Stock
and 4,850,000 SPAC Warrants, all of which are SPAC Private Placement Warrants, and such shares of SPAC Common Stock and SPAC Warrants
are the only equity securities in SPAC owned of record or beneficially by Sponsor on the date of this Agreement. Other than the SPAC Warrants,
Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of SPAC or any equity securities convertible
into, or which can be exchanged for, equity securities of SPAC.


 


(c) Sponsor
has full voting power with respect to all of the Subject SPAC Equity Securities and full power to agree to all of the matters set forth
in this Agreement, in each case with respect to all Subject SPAC Equity Securities. None of the Subject SPAC Equity Securities are subject
to any stockholders’ agreement, proxy, voting trust or other agreement, arrangement or restriction of any kind or nature with respect
to the voting of the Subject SPAC Equity Securities, except for the SPAC Organizational Documents and the Voting Letter Agreement.


 






     


     


    

 


(d) The
execution and delivery of this Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i)
conflict with or result in a violation of the organizational documents of Sponsor, (ii) require any consent, approval, authorization or
permit of, or filing with or notification to, any Governmental Authority or any other Person, (iii) result (or, with the giving of notice,
the passage of time or otherwise, would result) in the creation or imposition of any Lien on the Subject SPAC Equity Securities or (iv)
violate any Law applicable to Sponsor or by which any of the Subject SPAC Equity Securities are bound, except, in the case of each of
clauses (ii), (iii) and (iv), as would not reasonably be expected to materially impair Sponsor’s ability to perform its obligations
hereunder.


 


(e) There
are no Actions pending against Sponsor or, to Sponsor’s knowledge, threatened against Sponsor, before (or, in the case of threatened
Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin
or materially delay the performance by Sponsor of its obligations under this Agreement.


 


(f) Except
as described on Schedule 5.08 to the Merger Agreement, no broker, finder, investment banker or other Person is entitled to any brokerage
fee, finders’ fee, underwriting fee, deferred underwriting fee, commission or other similar payment in connection with the Transactions
based upon arrangements made by Sponsor, for which SPAC or any of its Affiliates may become liable.


 


(g) Except
as set forth in the SPAC’s Form 10-K/A for the fiscal year ended December 31, 2020 filed with the SEC on June 21, 2021, neither
Sponsor nor, to the knowledge of Sponsor, any Person in which Sponsor has a direct or indirect legal, contractual or beneficial ownership
of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with SPAC or its Subsidiaries.


 


(h) Sponsor
understands and acknowledges that each of SPAC and each Company Party is entering into the Merger Agreement in reliance upon Sponsor’s
execution, delivery and performance of this Agreement.


 


8. Indemnification.


 


(a) For
a period of six (6) years after the Closing Date, SPAC will indemnify, exonerate and hold harmless the Sponsor from and against all actions,
causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (“Indemnified
Liabilities”) incurred by the Sponsor, on or after the date of this Agreement, arising out of any third party action, cause
of action, suit, litigation, investigation, inquiry, arbitration or claim directly relating to the transactions contemplated by the Merger
Agreement which names the Sponsor as a defendant (or co-defendant) arising from the Sponsor’s ownership of equity securities of
SPAC, or its control or ability to influence SPAC; provided, that the foregoing shall not apply to (i) any Indemnified Liabilities
to the extent arising out of any breach by the Sponsor of this Agreement or any other agreement between the Sponsor, on the one hand,
and the SPAC or any of its Subsidiaries, on the other hand, or (ii) the willful misconduct, gross negligence or fraud of the Sponsor.


 


(b) Promptly
after Sponsor believes that it has a claim for any Indemnified Liabilities, Sponsor shall notify SPAC and specify in such notice, in reasonable
detail, the nature of the claim and an estimated computation of Indemnified Liabilities, as well as other material documents in possession
of Sponsor with respect to such claim, provided, that any failure or delay by the Sponsor to notify SPAC shall not relieve SPAC
from its obligations hereunder (except to the extent that SPAC has been actually and materially prejudiced by such failure to promptly
notify).  SPAC shall have full control of the defense of any claim with respect to the Indemnified Liabilities, including any compromise
or settlement thereof; provided, that SPAC shall not consent to the entry of any order or enter into any settlement agreement without
the prior written consent of Sponsor; provided, further, that such consent shall not be required if such order or settlement
agreement contains a full and final release by the third party asserting the claim to Sponsor, and such order or settlement agreement
does not contain any criminal liability or admission of guilt or impose any other non-monetary injunctive or equitable relief against
Sponsor. Sponsor shall cooperate in the defense or prosecution of such claim, including by retaining and providing to SPAC all records
and information which are reasonably relevant to such claim, making employees available to provide additional information and explanation
of any materials provided hereunder and executing any documents necessary in connection with any settlement or order entered into in compliance
with this Section 8(b).


 






     


     


    

 


(c) Sponsor
shall have the right to employ separate counsel reasonably satisfactory to the SPAC to represent it in any such claim with respect to
Indemnified Liabilities and to participate in the defense thereof, but the fees and expenses of any such separate counsel shall be at
the expense of Sponsor; provided, that, the fees and expenses of any such separate counsel shall be at the expense of SPAC if (i)
the claim seeks equitable relief against Sponsor; (ii) Sponsor shall have been advised by counsel in writing, with a copy delivered to
SPAC, that the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them, including a situation in which one or more legal defenses may be available to Sponsor that are inconsistent with, different
from or in addition to those available to SPAC; or (iii) SPAC authorizes Sponsor in writing to employ separate counsel at SPAC’s
expense.


 


(d) Sponsor
shall use its commercially reasonable efforts to assist SPAC in seeking insurance recoveries first in respect of any Indemnified Liabilities.


 


9. Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier
of (a) the First Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of
this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities
under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination
of this Agreement shall not affect any liability on the part of any Party for Fraud (as defined in the Merger Agreement), (ii) Sections
9 and 10 shall each survive the termination of this Agreement, and (iii) Sections 11 through 24 shall each survive
the termination of this Agreement solely to the extent related to any surviving sections.


 


10. Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) Sponsor makes no agreement or understanding herein in any
capacity other than in Sponsor’s capacity as a record holder and beneficial owner of the Subject SPAC Equity Securities and (b)
nothing herein will be construed to limit or affect any action or inaction expressly permitted under the Merger Agreement by any representative
of Sponsor in such representative’s capacity as a member of the board of directors (or other similar governing body) of any
SPAC Party or as an officer, employee or fiduciary of any SPAC Party or an Affiliate of SPAC, in each case, acting in such person’s
capacity as a director, officer, employee or fiduciary of such SPAC Party.


 


11. Further
Assurances. From time to time, at the Company’s request and without further consideration, each Party shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions
and consummate the transactions contemplated by this Agreement.


 


12. No
Legal Action. Sponsor shall not, and shall cause its Affiliates not to and shall direct its Representatives not to, bring, commence,
institute, maintain, or prosecute any claim, appeal or proceeding which (a) challenges the validity of or seeks to enjoin the operation
of any provision of this Agreement, or (b) alleges that the execution and delivery of this Agreement by Sponsor breaches any duty that
Sponsor has (or may be alleged to have) to SPAC or to the other stockholders of SPAC; provided that the foregoing shall not limit
or restrict in any manner the rights of SPAC under the Merger Agreement or of Sponsor to enforce the terms of this Agreement.


 


13. Waiver.
Any provision of this Agreement may be waived if the waiver is set forth in
an instrument in writing signed by the Party against whom the waiver is to be effective. Any delay in exercising any right pursuant to
this Agreement will not constitute a waiver of such right.


 


14. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person,
(ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage
prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business
hours (and otherwise as of the immediately following Business Day); provided that the notice or other communication is sent to
the address or email address set forth in Section 11.02 of the Merger Agreement, and, if to a Sponsor, to Sponsor’s address or email
address set forth on a signature page hereto, or to such other address or email address as a Party may hereafter specify for the purpose
by notice to each other party hereto.


 






     


     


    

 


15. Assignment.
No Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Any
attempted assignment in violation of the terms of this Section 15 shall be null and void, ab initio.


 


16. Rights
of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person,
other than the Parties, any right or remedies under or by reason of this Agreement.


 


17. Expenses.
All fees and expenses incurred by a Party in connection herewith shall be paid by such Party, whether or not the Mergers are consummated,
except as expressly provided otherwise herein or in the Merger Agreement.


 


18. Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed
by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and
to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of Laws of another jurisdiction.


 


19. Captions;
Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.


 


20. Entire
Agreement. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof and supersede any
other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective
Subsidiaries relating to the subject matter hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise,
relating to the subject matter hereof exist between the Parties except as expressly set forth or referenced in this Agreement.


 


21. Amendments.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the
Parties in the same manner as this Agreement and which makes reference to this Agreement.


 


22. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held
invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining
provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or
otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable
provision giving effect to the intent of the Parties.


 






     


     


    

 


23. Jurisdiction;
WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts
located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any
such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that
all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out
of or relating to this Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve
process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction,
in each case, to enforce judgments obtained in any Action brought pursuant to this Section 23. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


24. Non-Recourse.
This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement
may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set
forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken
by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner,
stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director,
officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate
of any of the foregoing, shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations,
warranties, covenants, agreements or other obligations under this Agreement of or for any claim based on, arising out of, or related to
this Agreement.


 


25. Enforcement
of the Agreement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an
adequate remedy, would occur if the Parties do not perform their obligations under the provisions of this Agreement (including failing
to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The Parties acknowledge and agree that (a) SPAC and the Company shall be entitled to an injunction, specific performance,
or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof,
without proof of damages, prior to the valid termination of this Agreement in accordance with Section 9, this being in addition
to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of
the Transactions and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not
oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at
Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and
agree that neither of SPAC nor the Company, in seeking an injunction to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in accordance with this Section 24, shall be required to provide any bond or other security
in connection with any such injunction.


 


[Signature Pages Follow]


 









     


     


    

 


IN WITNESS WHEREOF, each of the Parties
has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 



	 	Dune Acquisition Holding LLC
	 	 	 	 
	 	By:	/s/ Carter Glatt
	 	 	Name:	Carter Glatt
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	DUNE Acquisition Corp.
	 	 	 	 
	 	By:	/s/ Carter Glatt
	 	 	Name: 	Carter Glatt
	 	 	Title:	Manager



 


Signature Page to Sponsor Agreement


 







     


     


    

 


IN WITNESS WHEREOF, each of the Parties
has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	TRADEZERO HOLDING CORP.
	 	 	 	 
	 	By:	/s/ Daniel Pipitone
	 	 	Name: 	Daniel Pipitone
	 	 	Title:	CEO



 


Signature Page to Sponsor Agreement