Exhibit 10.1 


 


[•], 2021


 


JATT Acquisition Corp


c/o Maples Corporate Services Limited,


PO Box 309, Ugland House,


Grand Cayman, KY1-1104, Cayman Islands


Attn: Dr. Someit Sidhu, Chief Executive Officer


  


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 JATT Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Raymond
James & Associates, Inc., as representative (the “Representative”) of the several underwriters
named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”) of 12,000,000 of the Company’s units (including 1,800,000 units that may be purchased pursuant to the Underwriters’
option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary
shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole
warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share 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 a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
 “Commission”). Certain capitalized terms used herein are defined in paragraph 1 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, JATT Ventures, L.P. (the “Sponsor”) and each of the undersigned
(each, an “Insider” and, collectively, the “Insiders”) hereby agree with the Company
as follows:


 


1.           
Definitions. As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder Shares”
shall mean the 3,450,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of
the Public Offering; (iii) “Private Placement Warrants” shall mean the warrants that will be acquired by the
Sponsor in the aggregate amount of 5,370,000 warrants (or 5,910,000 warrants if the over-allotment option is exercised in full) at
a price of $1.00 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase
price of  $5,370,000 (or $,910,000 if the over-allotment option is exercised in full) in a private placement that shall close simultaneously
with the consummation of the Public Offering (including the Ordinary Shares issuable upon exercise of such Private Placement Warrants
thereof); (iv) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued
in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the
Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds
of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “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 Securities Exchange Act of 1934, as
amended, 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 (viii) “Charter” shall mean the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


  






     


     


    

 


	 	2.	Representations and Warranties.


 


(a) The Sponsor and each Insider, with respect
to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating
any agreement to which it, she or he 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 of the Company and/or a
director on the Company’s Board of Directors (the “Board”), as applicable, and each Insider hereby consents
to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 


(b) Each Insider represents and warrants, with
respect to herself or himself, that such Insider’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such
Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate in all material respects.
Each Insider represents and warrants that such Insider 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;
such Insider 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 such Insider is not currently a defendant
in any such criminal proceeding; and such Insider 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.


 


3.               Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself,
agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed
initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him,
as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection
with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder
approval.


 


	 	4.	Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a) The Sponsor and each Insider hereby
agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business
Combination within the time period set forth in 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, redeem 100% of the Public 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 income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose
any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of
the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of
the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the
Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its
Public Shareholders with the opportunity to redeem their Public 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 income taxes, if any, divided by the number of then-outstanding
Public Shares.


 






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(b) The Sponsor and each Insider, with respect
to itself, herself or himself, acknowledges that it, she or he 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, her or him, if any. The Sponsor and each Insider hereby further waives, with respect to any Founder Shares and Public
Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with (x) the completion of the
Company’s initial Business Combination, and (y) a shareholder vote to approve an amendment to the Charter (i) that would modify
the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed
in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial
Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders
of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they
hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 


	 	5.	Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the Insiders agree that they
shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after
the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination
on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all
of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder
Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b) Subject to the provisions set forth in paragraph
5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares
underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination.


 


(c) Notwithstanding the provisions set forth in
paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private
Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of
such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust,
the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the 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 a Business
Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable,
were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;
(g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event
of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a
liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the 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 agreeing to be bound by these transfer restrictions.


 


(d) 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, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible
into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions
enumerated in Section [6(h)] of the Underwriting Agreement.


 






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6.               
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would
be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs
3, 4, 5, 7, 10 and 11, (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.               
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director
or officer of the Company nor any affiliate of the directors and officers shall receive from the Company any finder’s fee, reimbursement,
consulting fee, monies in respect of any payment 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).


 


8.               
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’
and officers’ liability insurance, and the Insiders 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.


 


9.               
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock- up Period and
(ii) the liquidation of the Company; provided, however, that this Letter Agreement shall terminate in the event that the
Public Offering is not consummated and closed by [_____], 20[__]; provided further that paragraph 10 of this Letter Agreement
shall survive such liquidation.


 


10.             
Indemnification. 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 (except for the Company’s independent auditors) or (ii) any prospective target business with which
the Company has discussed entering into a transaction 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 for services rendered 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) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each
case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party
or 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 (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. 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.


  


11.             
Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within
45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender
to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder
Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and
Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share
capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public
Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder
Shares outstanding at such time.


 






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12.             
Entire Agreement. 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 (1) each Insider that is the subject of any such change, amendment, modification or waiver and (2) the
Sponsor.


 


13.              
Assignment. 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, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14.            
Counterparts. 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.


 


15.             
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall
not affect the interpretation thereof. 


 


16.            Severability.
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.


 


17.              
Governing Law. 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.


 


18.             
Notices. 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 or other electronic transmission.


 


[Signature Page Follows]


  



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	 	Sincerely,
	 	 
	 	JATT VENTURES, L.P.
	 	 
	 	By:	 
	 	Name: Someit Sidhu
	 	Title: Director  
	 	 
	 	Someit Sidhu  
	 	 
	 	Verender Badial  



  


	Acknowledge and Agreed:	 
	 	 
	JATT Acquisition Corp	 
	 	 
	By:	 	 
	Name: Someit Sidhu	 
	Title: Chief Executive Officer	 


 








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