Exhibit
10.1


 


Execution
Version


 


TERMINATION
OF BUSINESS COMBINATION AGREEMENT


 


Termination
of Business Combination Agreement, dated as of July 23, 2021 (this “Termination”), among DPCM Capital, Inc., a Delaware
corporation (“DPCM”), VNNA Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of DPCM (“Merger
Sub”), CDPM Sponsor Group, LLC, a Delaware limited liability company and sponsor of the Company (“Sponsor”),
Jam City, Inc., a Delaware corporation (“JC”), and New Jam City, LLC, a Delaware limited liability company and wholly
owned subsidiary of JC (“New JC LLC”). Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. DPCM, Merger Sub, Sponsor,
JC and New JC LLC are collectively referred to as the “Parties” and each as a “Party”.


 


WHEREAS,
DPCM, Merger Sub, JC and New JC LLC are parties to that certain Business Combination Agreement, dated as of May 19, 2021 (the
“BCA”); and


 


WHEREAS,
the Parties wish to mutually terminate the BCA in accordance with the provisions thereof.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


		1.	The
                                            BCA is hereby terminated, effective immediately, pursuant to Section 9.01(a) of the BCA.



 


		2.	The
                                            effect of the termination of the BCA shall be as set forth in Section 9.02 of the BCA.



 


		3.	Each
                                            Party hereby agrees not to (a) initiate any communications with respect to the other Parties,
                                            the BCA or the Transactions, except as set forth in paragraph 4 below, (b) make, publish
                                            or communicate to any person or in any public or private forum or through any medium, any
                                            disparaging, damaging or demeaning statements about the other Parties or their respective
                                            affiliates, or any of their respective officers, directors, employees, or agents, or (c)
                                            otherwise engage, directly or indirectly, in any communications with any person that may
                                            be disparaging to the other Parties and their respective affiliates that may damage the reputation
                                            or goodwill of the other Parties or their respective affiliates, or that may place the other
                                            Parties or their respective affiliates in any false or negative light. Each Party hereby
                                            represents to the other Parties that it has not engaged in any of the actions and communications
                                            described in the foregoing clauses (b) and (c) of this paragraph 3 prior to the date hereof.



 





		4.	The
                                            Parties shall issue a press release relating to this Termination in the form of Exhibit A
                                            hereto. DPCM shall file the Form 8-K in the form of Exhibit B hereto. Thereafter,
                                            except for disclosure or communication required by applicable Law or stock exchange rule
                                            or in response to any request by any Governmental Authority, no Party shall issue any press
                                            release with respect to the other Parties, the Transactions and/or this Termination without
                                            the prior written consent of such other Parties; provided that, prior to any disclosure or
                                            communication required by applicable Law or stock exchange rule or in response to a request
                                            by a Governmental Authority, DPCM, Merger Sub and Sponsor, on the one hand, and JC and New
                                            JC LLC, on the other hand shall (i) use their reasonable best efforts to consult with each
                                            other before making any such disclosure, communication or response and (ii) to the fullest
                                            extent permitted by applicable Law, first allow the other to review such disclosure, communication
                                            or response and the opportunity to comment thereon, and shall consider such comments in good
                                            faith.



 






     


     


    

 


		5.	DPCM,
                                            Merger Sub, and Sponsor, for themselves, and on behalf of each of their respective affiliates,
                                            equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders,
                                            parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees,
                                            executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns,
                                            hereby absolutely, forever and fully release and discharge JC, New JC LLC and their affiliates
                                            and each of their respective present and former direct and indirect equity holders, directors,
                                            officers, employees, predecessors, partners, shareholders, joint venturers, administrators,
                                            representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary
                                            entities, successors, heirs, and assigns, and each of them, from all claims, contentions,
                                            rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises,
                                            costs, expenses (including, without limitation, attorneys’ fees and costs), liens,
                                            indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever,
                                            whether due or owing in the past, present or future and whether based upon contract, tort,
                                            statute or any other legal or equitable theory of recovery, and whether known or unknown,
                                            suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured,
                                            with respect to, pertaining to, based on, arising out of, resulting from, or relating to
                                            the BCA, the Ancillary Agreements and the Transactions (the “DPCM Released Claims”).



 


		6.	JC
                                            and New JC LLC, for themselves, and on behalf of each of their respective affiliates, equity
                                            holders, partners, joint venturers, lenders, administrators, representatives, shareholders,
                                            parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees,
                                            executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns,
                                            hereby absolutely, forever and fully release and discharge DPCM, Sponsor, Merger Sub and
                                            their affiliates and each of their respective present and former direct and indirect equity
                                            holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers,
                                            administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent
                                            entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all
                                            claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations,
                                            duties, promises, costs, expenses (including, without limitation, attorneys’ fees and
                                            costs), liens, indemnification rights, damages, losses, actions, and causes of action, of
                                            any kind whatsoever, whether due or owing in the past, present or future and whether based
                                            upon contract, tort, statute or any other legal or equitable theory of recovery, and whether
                                            known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent,
                                            matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting
                                            from, or relating to the BCA, the Ancillary Agreements and the Transactions (the “JC
                                            Released Claims,” and together with the DPCM Released Claims, the “Released
                                            Claims”).



 


		7.	Notwithstanding
                                            anything contained in this Termination to the contrary, it is the express intention of the
                                            Parties that the Released Claims released pursuant to paragraphs 6 and 7 of this Termination
                                            do not include claims, if any, based upon a breach of this Termination or a breach of the
                                            Confidentiality Agreement (as defined below).



 


		8.	Each
                                            Party acknowledges and understands that there is a risk that subsequent to the execution
                                            of this Termination, each Party may discover, incur or suffer Released Claims that were unknown
                                            or unanticipated at the time of the execution of this Termination, and which, if known on
                                            the date of the execution of this Termination, might have materially affected such Party’s
                                            decision to enter into and execute this Termination. Each Party further agrees that by reason
                                            of the releases contained herein, each Party is assuming the risk of such unknown Released
                                            Claims and agrees that this Termination applies thereto.



 






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		9.	Except
                                            as otherwise provided in Section 4, the Parties hereby acknowledge and agree that each Party
                                            continues to be bound by the Confidentiality Agreement, dated as of January 25, 2021 (the
                                            “Confidentiality Agreement”), by and among DPCM, JC and the other parties
                                            thereto, and that all information obtained pursuant to the BCA shall be kept confidential
                                            in accordance with the Confidentiality Agreement.



 


		10.	If
                                            any term or other provision of this Termination is invalid, illegal or incapable of being
                                            enforced by any rule of law, or public policy, all other conditions and provisions of this
                                            Termination shall nevertheless remain in full force and effect so long as the economic or
                                            legal substance of the transactions contemplated by this Termination are not affected in
                                            any manner materially adverse to any party. Upon such determination that any term or other
                                            provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate
                                            in good faith to modify this Termination so as to effect the original intent of the Parties
                                            as closely as possible in a mutually acceptable manner in order that the transactions contemplated
                                            by this Termination be consummated as originally contemplated to the fullest extent possible.



 





		11.	This
                                            Termination shall be governed by, and construed in accordance with, the Laws of the State
                                            of Delaware applicable to contracts executed in and to be performed in such State. Any Action
                                            arising out of or relating to this Termination shall, to the fullest extent permitted by
                                            applicable Law, be heard and determined exclusively in the Court of Chancery of the State
                                            of Delaware; provided that if jurisdiction is not available in such court, then any
                                            such Action may be brought in any federal court located in the State of Delaware or any other
                                            Delaware state court. To the fullest extent permitted by applicable Law, the Parties hereby
                                            (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves
                                            and with respect to their respective properties for the purpose of any Action arising out
                                            of or relating to this Termination brought by any Party and (b) agree not to commence
                                            any such Action except in the courts described above in Delaware, other than any Action in
                                            any court of competent jurisdiction to enforce any judgment, decree or award rendered by
                                            any such court in Delaware as described herein. To the fullest extent permitted by applicable
                                            Law, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to
                                            assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising
                                            out of or relating to this Termination, (i) any claim that it is not personally subject to
                                            the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that
                                            it or its property is exempt or immune from jurisdiction of any such court or from any legal
                                            process commenced in such courts (whether through service of notice, attachment prior to
                                            judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)
                                            and (iii) that (A) the Action in any such court is brought in an inconvenient forum,
                                            (B) the venue of such Action is improper or (C) this Termination, or the subject matter hereof,
                                            may not be enforced in or by such courts. Each of the Parties hereby waives to the fullest
                                            extent permitted by applicable Law, any right it may have to a trial by jury with respect
                                            to any Action directly or indirectly arising out of or relating to this Termination. Each
                                            of the Parties (a) certifies that no Representative, agent or attorney of any other
                                            party has represented, expressly or otherwise, that such other party would not, in the event
                                            of any Action, seek to enforce that foregoing waiver and (b) acknowledges that it and
                                            the other Parties have been induced to enter into this Termination, as applicable, by, among
                                            other things, the mutual waivers and certifications in this Section 11.



 


		12.	This
                                            Termination may be executed and delivered (including by facsimile or portable document format
                                            (pdf) transmission) in one or more counterparts, and by the different Parties in separate
                                            counterparts, each of which when executed shall be deemed to be an original but all of which
                                            taken together shall constitute one and the same agreement.



 


		13.	This
                                            Termination may only be amended in writing by the Parties.



 


		14.	Each
                                            Party hereby agrees to pay the expenses (including the fees and expenses of counsel, accountants,
                                            investment bankers, experts and consultants) incurred by such Party in connection with the
                                            BCA and the Transactions in accordance with Section 9.03 of the BCA.



 


[Signature
Page Follows.]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Termination as of the date written above.


 


	 	DPCM Capital, Inc.
	 	 	 
	 	By	/s/ Emil Michael
	 	Name: 	Emil Michael
	 	Title:	Chief Executive Officer
	 	 	 
	 	VNNA MERGER SUB CORP.
	 	 	 
	 	By	/s/ Emil Michael
	 	Name:	Emil Michael
	 	Title:	President
	 	 	 
	 	CDPM Sponsor group, llc
	 	 	 
	 	By	/s/ Emil Michael
	 	Name:	Emil Michael
	 	Title:	Manager
	 	 	 
	 	Jam City, INC.
	 	 	 
	 	By	/s/ Chris DeWolfe
	 	Name:	Chris DeWolfe
	 	Title:	CEO
	 	 	 
	 	New Jam City, LLC
	 	 	 
	 	By	/s/Robert Zakari
	 	Name:	Robert Zakari
	 	Title:	EVP





 



     


     


    

 


Exhibit
A


 


Press
Release


 


See
attached.


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


Exhibit
B


 


Form
8-K


 


See
attached.