Exhibit 10.1


 


February 10, 2022


 


Relativity Acquisition Corp.


c/o 3753 Howard Hughes Pkwy, Suite 200


Las Vegas, NV 89169 


 


	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 Relativity Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance
Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of 12,500,000 of the Company’s units (including up to 14,375,000 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 redeemable warrant. Each whole warrant (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. 333-262156) 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 Global 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 Relativity Acquisition Sponsor 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, each Insider and the Representative
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 Capital 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, each of the Sponsor, each Insider and the Representative 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. (a) The Sponsor hereby agrees that in the event
that the Company fails to consummate a Business Combination within 12 months, the time period by which the Company must consummate a Business
Combination may be extended by up to two three-month periods (or, if the Office of the Delaware Division of Corporations shall not be
open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division
of Corporation shall be open). For each such extension, the Sponsor will deposit into the Trust Account $1,250,000, or up to $1,437,5000
if the Underwriters’ over-allotment option is exercised in full ($0.10 per share) on or prior to the date of the applicable deadline.


 






    


     


    




(b) 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”) and Section
2(a) herein, 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, the Representative 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.


 


Each Initial Stockholder acknowledges that it, he or
she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company
as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. Each Initial Stocholder 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 12 months from the closing of the
Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination
as described in the Prospectus) 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 Initial Stockholders
and their permitted transferrees 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 12 months from the date of the closing of the Public Offering (or
up to 18 months from the date of the closing of the Public Offering if the Company extends the time to complete a business combination
as described in the Prospectus)).


 


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 Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of 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, or
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor
acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3
or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least
two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected
solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in
this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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4. In the event of the liquidation of the Trust Account
upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor
(which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor ) (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent,
confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor 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.


 


5. To the extent that the Underwriters do not exercise
their over-allotment option to purchase up to an additional 1,875,000 Units in full within 45 days from the date of the Prospectus (and
as further described in the Prospectus), each Initial Stockholder agrees to forfeit, at no cost, a number of Founder Shares in the aggregate
equal to 468,750 multiplied by a fraction, (i) the numerator of which is 1,875,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,875,000. The Initial Stockholders will be required
to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders and their permitted transferees will own
an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering.


 


6. (a) The Sponsor and each Insider hereby agrees to
offer all suitable Business Combination opportunities to the Company before any other person or company until the consummation by the
Company of an initial Business Combination, subject to any pre-existing contractual or fiduciary obligations they may have (which pre-existing
fiduciary duties and any potential conflicts of interest arising therefrom have been previously disclosed to the Representative), on customary
terms reasonably acceptable to the Representative.


 


(b) Each Initial Stockholder hereby agrees and acknowledges
that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Initial Stockholder of its, his
or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 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) Each Initial Stockholder hereby 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) six months 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 90 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 (or their component securities) 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 Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 






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(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Units and their component securities 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 Initial Stockholders
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 an Initial Stockholder
or to any member(s) of an Initial Stockholder; (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; (g) by virtue
of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, or (h)
in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination; 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.


 


9. Except as disclosed in the Prospectus, neither the
Sponsor nor any officer, director, advisor or affiliate of the Sponsor, nor any officer, director or advisor 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).


 


10. Each Initial Stockholder 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 3,593,750
shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor and the Representative
(up to 468,750 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 $0.007 per share (taking into account the cancellation of 511,250
founder shares by the Sponsor for no consideration on December 14, 2021), prior to the consummation of the Public Offering; (iv) “Initial Stockholders”
shall mean the Sponsor, the Representative and any Insider that holds Founder Shares; (v) “Private Placement Units”
shall mean 597,500 Units (or 653,750 Units if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
for an aggregate purchase price of $5,975,000 (or $6,537,500 if the over-allotment option is exercised in full) in the aggregate, or $10.00
per Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Private
Placement Warrants” shall mean the 597,500 Warrants (or 653,750 Warrants if the over-allotment option is exercised in full)
underlying the Private Placement Units; (vii) “Public Stockholders” shall mean the holders
,of securities issued in the Public Offering; (viii) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (ix) “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).


 






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


 


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


 


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


 


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


 


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 February 28, 2022; provided further that paragraph
4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	RELATIVITY ACQUISITION SPONSOR LLC
	 	 
	 	By:	/s/ Tarek Tabsh
	 	 	Name:  Tarek Tabsh
	 	 	Title: Managing Member 
	 	 
	 	/s/ Tarek Tabsh 
	 	Name: Tarek Tabsh
	 	 
	 	/s/ Steven Berg 
	 	Name: Steven Berg 
	 	 
	 	/s/ John Anthony Quelch  
	 	Name: John Anthony Quelch
	 	 
	 	/s/ Emily Paxhia  
	 	Name: Emily Paxhia 
	 	 
	 	/s/ Francis Knuettel II 
	 	Name: Francis Knuettel II
	 	 
	 	/s/ George Syllantavos 
	 	Name: George Syllantavos
	 	 
	 	/s/ Anastasios Chrysostomidis 
	 	Name: Anastasios Chrysostomidis
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By:	/s/ Thomas J. Higgins
	 	 	Name: Thomas J. Higgins
	 	 	Title: Managing Director





 


	Acknowledged and Agreed:	 
	 	 
	RELATIVITY ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Tarek Tabsh 	 
	 	Name:  	Tarek Tabsh	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]


 


 






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