Exhibit 10.1


 


[_____], 2021


 


Activate Permanent Capital Corp.


50 California
Street, Suite 680


San Francisco,
CA 94111


 


		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”)
to be entered into by and among Activate Permanent Capital Corp., a Delaware corporation (the “Company”), BofA
Securities, Inc. and Citigroup Global Markets, Inc., as representatives (each, a “Representative”
and collectively, the “Representatives”) 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-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
and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Units have been approved to be listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 13
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, APCC Sponsor LLC (the “Sponsor”)
and each of 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 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 vote any shares of Capital Stock owned by it, him or her in favor of any
proposed Business Combination. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider
agrees that it, he or she will not seek to sell its, his or her shares of Common 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 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 (a) cease all operations except for the purpose
of winding up, (b) 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, 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 of the Company (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (c) 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 and each Insider
agree not to propose any amendment to the Charter (i) to modify the substance or timing of the Company’s obligation to provide
for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Company
has not consummated an initial Business Combination within such time as is described in the Charter or (ii) 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.


 


3.             To
the fullest extent permitted by applicable law, the Company hereby agrees to defend, indemnify, hold harmless and exonerate (including
the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor, its affiliates and their respective present
and former officers and directors (each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments,
liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties
and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf
in connection with any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism,
investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted by the Company or any third party,
whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities sourced by a Sponsor Indemnitee
for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection with the affairs of the
Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters
are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee); provided, that
in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Sponsor Indemnitee may incur by reason of such
person’s own actual fraud or intentional misconduct; provided further, for the avoidance of doubt, that under no circumstance shall
a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure
monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification
provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.


 


4.             The
Sponsor and each Insider hereby waives, solely with respect to any Common Stock held by it, him or her, (i) any redemption rights
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 in the context of a tender offer made by the Company to purchase such Common
Stock, and (ii) redemption rights in connection with a vote seeking to amend the Charter (A) to modify the substance or timing
of the Company’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination
or to redeem 100% of such shares if the Company has not completed an initial Business Combination within 24 months from the closing of
the Public Offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business
Combination activity.


 






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5.             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, without the prior written consent of the Representatives, (a) offer, sell, contract to sell, grant any option to sell
(including any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of, directly or indirectly,
any Units, shares of Capital Stock, Warrants or any other securities convertible into, or exercisable, or exchangeable for, shares of
Common Stock currently or hereafter owned either of record or beneficially, or publicly announce an intention to do any of the foregoing;
provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the additional
Units to cover the Underwriters’ over-allotment option (if any), (3) register with the Commission pursuant to an agreement
to be entered into concurrently with the issuance and sale of the securities in the Public Offering, the resale of the Private Placement
Warrants and shares of Common Stock issuable upon exercise of the Warrants and the Founder Shares and (4) issue securities in connection
with an initial Business Combination.


 


6.             In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) 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, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (a) any third party (other than the Company’s independent accountants) for services rendered or products
sold to the Company or (b) a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or similar agreement or Business Combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for
services rendered (other than the Company’s independent public accountants) or products sold to the Company 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 or (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,
due to reductions in the value of the trust assets, less taxes payable, except as to any claims by a third party (including a Target)
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except
as 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 Sponsor 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 Sponsor, the Sponsor notifies the
Company in writing that it shall undertake such defense.


 


7.             To
the extent that the Underwriters do not exercise their over-allotment option to purchase 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, (a) 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 (b) the denominator of which is 3,750,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering.


 






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8.             (a)             [Reserved].


 


(b)            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 the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 5, 6, 7, 9(a), 9(b), and
11 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.


 


9.             (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 (i) one year after the completion of the Company’s initial Business Combination or (ii) subsequent
to the Company’s initial Business Combination, (x) if the reported closing 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 consummation of 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 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 9(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, any Insider or any of their permitted transferees (that have complied with this paragraph 9(c)), are permitted
(i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor or any affiliates of the Sponsor; (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 similar arrangement or 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; (vi) in
the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (vii) by virtue of the
laws of the State of Delaware or the organizational documents of the Sponsor upon dissolution of the Sponsor; provided, however,
that in the case of clauses (i) through (v) or (vii), 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 Letter Agreement and
by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the Trust
Account and liquidating distributions).


 






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10.            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 (a) involving fraud, (b) relating to any financial transaction or handling of
funds of another person, or (c) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any
such criminal proceeding.


 


11.            Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer 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), 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; pursuant to an Administrative Support Agreement
dated [_____], 2021, payment of an aggregate of $40,000 per month to APCC Sponsor LLC, or any permitted assignee thereof, as reimbursement
to it for making available to the Company office space, utilities and secretarial and administrative support; reimbursement for any out-of-pocket
expenses related to identifying, investigating, negotiating and consummating an initial Business Combination; and repayment of loans,
if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers
or 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 at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to
the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


12.            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 a director of the Company and hereby consents to being named in the Prospectus as an officer and/or a director
of the Company.


 






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13.           As
used herein, (a) “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; (b) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (c) “Founder Shares”
shall mean the 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (up
to an aggregate of 937,500 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is
not exercised in full by the Underwriters); (d) “Initial Stockholders” shall mean the Sponsor and any other
holder of Founder Shares immediately prior to the Public Offering; (e) “Private Placement Warrants” shall
mean the warrants to purchase up to an aggregate of 5,666,667 shares of Common Stock of the Company (or 6,166,667 shares of Common Stock
if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $8,500,000
(or $9,250,000 if the over-allotment option is exercised in full), or $1.50 per warrant, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (f) “Public Stockholders” shall mean the holders of Common
Stock issued in the Public Offering; (g) “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; and (h) “Transfer”
shall mean the (i) sale or assignment 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, (ii) 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 (iii) public announcement
of any intention to effect any transaction specified in clause (i) or (ii).


 


14.           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.


 


15.           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.


 


16.            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.


 



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17.           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.


 


18.           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.


 


19.           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 (a) 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 (b) waive any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.


 


20.           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.


 


21.           This
Letter Agreement shall terminate on the earlier of (a) the expiration of the Lock-up Periods or (b) 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 December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such
liquidation.


 



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	 	Sincerely,
	 	 	 
	 	APCC SPONSOR LLC
	 	 	 
	 	By:	 
	 	Name:	Jacob Susman
	 	Title:	Chief Financial Officer and Chief Operating Officer
	 	 	 
	 	INSIDERS
	 	 	 
	 	By:	 
	 	Name:	Timothy G. Healy
	 	 	 
	 	By:	 
	 	Name:	Jacob Susman
	 	 	 
	 	By:	 
	 	Name:	David Lincoln
	 	 	 
	 	By:	 
	 	Name:	John Woolard
	 	 	 
	 	By:	 
	 	Name:	Kathleen McGinty
	 	 	 
	 	By:	 
	 	Name:	April Salas
	 	 	 
	 	By:	 
	 	Name:	Thomas King



 


[Signature Page to Letter Agreement]


 



     


    


    

 


Agreed and Acknowledged:


 


ACTIVATE PERMANENT CAPITAL CORP.


 


	By:	 	 






	Name: 	Timothy G. Healy	 
	Title: 	Chief Executive Officer	 



 


[Signature Page to Letter Agreement]