Exhibit 10.1


 


[ ], 2021


 


Armada Acquisition
Corp. I


2005 Market Street,
Suite 3120


Philadelphia, PA
19103


 


Northland Securities,
Inc.


750 3rd
Avenue


New York, NY 10017


 


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Northland Securities, Inc., as representative
(the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”).
Certain capitalized terms used herein are defined in paragraph 13 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits approval
of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him, her, or
it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event that the Company
fails to consummate a Business Combination within the time period set forth in the Company’s Second Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”), the undersigned
will, as promptly as possible, cause the Company to pay in cash to the holders of IPO Shares a per-share price equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the Trust Account net of interest released to the Company as
permitted pursuant to the Trust Agreement, divided by the number of then outstanding IPO Shares.


 


(b) The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the shares of Founders’ Common Stock and Private Shares owned by the undersigned and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever.


 


(c) In the event of the liquidation
of the Trust Account, Armada Sponsor LLC (“Sponsor”) agrees to indemnify and hold harmless the Company for any
debts and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or contracted
for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not reduce the amount
of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if such vendor or prospective target
business executed an agreement waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust
Account, or (ii) as to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”).


 






    

    

    

 


 


3. The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company
or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the
Company must obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4. Neither the undersigned nor
any affiliate of the undersigned will be entitled to receive and will not accept any compensation, finder fee or other cash payment prior
to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall be
allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary – The Offering
– Limited payments to insiders.”


  


5. (a) The undersigned will place
into escrow all shares of Founders’ Common Stock owned by him/her/it pursuant to the terms of a Stock Escrow Agreement which the
Company will enter into with the holders of the Founders’ Common Stock and an escrow agent.


 


(b) The undersigned agrees
that until after the Company consummates a Business Combination, all Private Shares owned by him/her/it will be subject to the
transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Shares.


 


6. (a) In order to minimize potential
conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the earliest of the
Company’s execution of a definitive agreement for a business combination or liquidation or the undersigned if an officer and/or
director of the Company, ceases to be an officer or director, the undersigned shall present to the Company for its consideration, prior
to presentation to any other entity, any suitable target business, subject to any pre-existing fiduciary or contractual obligations the
undersigned might have.


 


(b) Reserved.


 


(c) The undersigned hereby agrees
and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of the obligations
contained in this letter, (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. Each of the undersigned individuals
agrees to be the director or officer of the Company as described in the Registration Agreement until the earlier of the consummation by
the Company of a Business Combination or the liquidation of the Company. Each of the undersigned individuals’ biographical information
previously furnished to the Company and the Representative is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company
and the Representative is true and accurate in all respects. The undersigned represents and warrants that:


 






    

    

    

 


 


(a)       he/she/it
has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it or any
partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any corporation or business
association of which he/she/it was an executive officer at or within two years before the time of such filing;


 


(b)       he/she/it
has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property, or any such
partnership;


 


(c)       he/she/it
has never been convicted of fraud in a civil or criminal proceeding;


 


(d)       he/she/it/
has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
and minor offenses);


 


(e)       he/she/it
has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


(f)       he/she/it
has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity described in 7(e)(i)
above, or to be associated with persons engaged in any such activity;


 


(g)       he/she/it
has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h)       he/she/it
has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law,
where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i)       he/she/it
has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law
or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary
or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or
removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


(j)       he/she/it
has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member;


 






    

    

    

 


 


(k)       he/she/it
has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the
making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l)       he/she/it
was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a
state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


(m)       he/she/it
has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained
or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of
any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


(n)       he/she/it
has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future violation
of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule
or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


(o)       he/she/it
has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the
subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
or proceeding to determine whether a stop order or suspension order should be issued;


 


(p)       he/she/it
has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining
order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
obtaining money or property through the mail by means of false representations;


 


(q)       he/she/it
is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state
authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National
Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency
or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union
activities;


 


(r)       he/she/it
is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act, or section 203(e) or 203(f) of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that: (i) suspends or revokes the undersigned’s
registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions
or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity
or from participating in the offering of any penny stock; and


 






    

    

    

 


 


(s)       he/she/it
has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act
or omission to act constituting conduct inconsistent with just and equitable principles of trade. 


 


8. The undersigned has full right
and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement and to serve as a director
and/or officer of the Company.


 


9. The undersigned hereby waives
any right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the undersigned, directly or
indirectly (or to sell such shares to the Company in a tender offer), whether such shares be part of the Founders’ Common Stock,
Private Shares or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees not to seek redemption with respect
to such shares in connection with any vote to approve a Business Combination (or sell such shares to the Company in a tender offer in
connection with such a Business Combination).


 


10. The undersigned hereby agrees
to not propose, or vote in favor of, an amendment to Article Sixth of the Second Amended and Restated Certificate of Incorporation prior
to the consummation of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their shares
of Common Stock upon such approval in accordance with such Article Sixth thereof.


  


11. In the event that the Company
does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
Sponsor agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.


 


12. 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. Each of the Company and the undersigned
hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.


 


13. As used herein, (i) a “Business
Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities; (ii) “Insiders” means all officers, directors
and Sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Common Stock” means all of the
shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” means the shares
of Common Stock issued in the Company’s IPO; (v) “Private Shares” means the Shares that are being sold
privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Agreement” means the Investment
Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company being entered into in connection with
the IPO and governing the use of funds held in the Trust Account; (vii) “Trust Account” means the trust account
into which a portion of the net proceeds of the IPO will be deposited; and (viii) “Registration Statement” means
the Company’s registration statement on Form S-1 (SEC File No. 333-257692) filed with the Securities and Exchange Commission, as amended
and supplemented from time to time.


 






    

    

    

 


 


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


 


15. Each of the undersigned acknowledges
and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in
proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with
respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.


  


[Signature Page Follows]




    	 



    	 



    

 


 


 


 


	 	ARMADA SPONSOR LLC
	 	 
	 	By:
	 	Name: Stephen P. Herbert
	 	Title:  Managing Member
	 	 
	 	By: 
	 	Name: Douglas M. Lurio
	 	Title: Managing Member 
	 	 
	 	 
	 	Stephen P. Herbert
	 	 
	 	 
	 	Douglas M. Lurio
	 	 
	 	 
	 	Thomas A. Decker
	 	 
	 	 
	 	Mohammad A. Khan
	 	 
	 	 
	 	Celso L. White 
	 	 
	 	 
	 	NORTHLAND SECURITIES, INC.
	 	By:
	 	Name: 
	
     

     

     

     

    Acknowledged and Agreed:
	Title:  
	 	ARMADA ACQUISITION CORP. I	 
	 	 	 
	 	 	 
	 	By:	 
	 	
    Name: Stephen P. Herbert

    Title: Chief Executive Officer and Chairman