EX-10.9





 Exhibit 10.9 

[●], 2022 
 Sound Point Acquisition Corp I,
Ltd 
 375 Park Avenue 
 New York, New York 10152 

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 Sound Point Acquisition Corp I, Ltd, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc. and J.P. Morgan
Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”) of 20,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising 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, Sound Point Acquisition Sponsor I, LLC (the “Sponsor”) and 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. 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) “Forward Purchase
Agreement” shall mean that certain forward purchase agreement entered into between the Company and                 (the
“Forward Purchaser”), pursuant to which the Forward Purchaser will commit to purchase from the Company $50,000,000 Class A ordinary shares at a price of $10.00 per share, in a private placement that will close concurrently with the closing
of the Company’s initial Business Combination; (iii) “Founder Shares” shall mean the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public
Offering; (iv) “Private Placement Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $12,500,000 (or up to $14,000,000 if the
Underwriters’ exercise their option to purchase additional units), or $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion
thereof); (v) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (vi) “Public Shares” shall mean the Ordinary Shares included in the
Units issued in the Public Offering; (vii) “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;
(viii) “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);
(ix) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time; (x) “Working Capital Warrants” shall mean up
to 1,500,000 Private Placement Warrants that may be issued in connection with the conversion of loans made by the Sponsor or certain of the Company’s officers or directors in order to finance the Company’s transaction costs in connection
with an initial Business Combination; and (xi) “Sponsor Loan Warrants” shall mean up to 4,600,000 Private Placement Warrants that may be issued in connection with the conversion of loans made by the Sponsor or its affiliates
or designees in order to finance the Company’s exercise of one or more of its options to extend the period of time by which it must complete a Business Combination. 












 2. Representations and Warranties. 

a. The Sponsor and each Insider represents and warrants 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, as applicable, and to serve as an officer of the Company and/or a director on the Company’s Board of Director (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. The Sponsor and
each Insider represent and warrant 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 represents and warrants 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 the Insider’s background. Such 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; the 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 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 agrees 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 agrees 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 Public 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 Public Shareholders 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 taxes, if any, divided by the number of then-outstanding Public Shares. 












 b. The Sponsor and each Insider 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 (which, for the avoidance
of doubt, shall include any monies the Sponsor may loan to the Company in connection with the extension of the time the Company has to complete an initial Business Combination). 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 the consummation of a Business Combination, including, without limitation, any such rights available in the
context of a shareholder vote to approve such Business Combination or 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 Public Shareholders the
right to have their Public 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 Insider 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 each Insider agrees that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable
upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an 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 or other similar transaction that results in all of the Company’s 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 sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days
within a 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. The Sponsor and each Insider agrees not to effectuate any Transfer of Private
Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such 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, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by
the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(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, 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 an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a 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 (i) of this paragraph 5(c), 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, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, 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 2 of the Underwriting Agreement. 
  












 6. Remedies. The Sponsor and each Insider hereby agrees and acknowledges that
(i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or the 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 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. 
 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) $10.30 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 $10.30 per Public Share due to reductions in the value of the trust assets, in each case net of
interest earned on funds held in the Trust Account that may be withdrawn to pay the Company’s income 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 in full their option to purchase additional Units within 45 days from the date of the Prospectus (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 aggregate number of Founder Shares held by the Sponsor and the Insiders will equal 20% of the sum of the total number of Ordinary Shares and Founder Shares
outstanding at such time. The Sponsor and each Insider 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. 












 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 all
parties hereto. 
 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 Insider and each of the Insider’s respective successors, heirs, personal representatives and assigns and permitted transferees. Nothing in this Letter Agreement shall be construed to
confer upon, or give to, any person or entity other than the parties hereto and the Underwriters 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 the Letter Agreement shall be for the sole and exclusive benefit of the Underwriters, the parties hereto and their 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 transmission. 
 [Signature Page Follows] 












 
			
	Sincerely,
	
	SOUND POINT ACQUISITION SPONSOR I, LLC
		
	By:	 	  

		 	Name: David Grill
		 	Title: Chief Financial Officer
		
	By:	 	  

		 	Stephen Ketchum
		
	By:	 	  

		 	Marc Sole
		
	By:	 	  

		 	David Grill
		
	By:	 	  

		 	Philip Bartow
		
	By:	 	  

		 	Sean Bratches
		
	By:	 	  

		 	Winifred Park
		
	By:	 	  

		 	Matthew Burton
		
	By:	 	  

		 	Tracy Dolgin


  

  
 [Signature Page to
Letter Agreement] 













 
			
	Acknowledged and Agreed:
	
	SOUND POINT ACQUISITION CORP I, LTD
		
	By:	 	  

		 	Name: Stephen Ketchum
		 	Title: Chief Executive Officer


  

  
 [Signature Page to
Letter Agreement]