Exhibit 10.4


 


Execution Version


 


June
10, 2021


 


JAWS
Hurricane Acquisition Corporation


1601
Washington Avenue, Suite 800


Miami
Beach, FL 33139


 


		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 JAWS Hurricane Acquisition Corporation, a Delaware corporation
(the “Company”), Credit Suisse Securities (USA) LLC 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 31,625,000 of the Company’s units (including 4,125,000 units that may be purchased
pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one
share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth
of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase
a 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 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, Hurricane Sponsor LLC (the “Sponsor”)
and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1. Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder
Shares” shall mean the 7,906,250 shares of Class B common stock of the Company, par value $0.0001 per share,
outstanding prior to the consummation of the Public Offering; (iii) “Private Placement Warrants” shall
mean the warrants to purchase shares of Common Stock of the Company that will be acquired by the Sponsor for an aggregate purchase
price of $7,500,000 (or up to $8,325,000 if the Underwriters’ exercise their option to purchase additional units), or $2.00
per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering (including shares
of Common Stock issuable upon conversion thereof); (iv) “Public Shareholders” shall mean the holders of
shares of Common Stock included in the Units issued in the Public Offering; (v) “Public Shares” shall mean
the shares of Common Stock included in the Units issued in the Public Offering; (vi) “Trust Account” shall
mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to
effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


2. Representations
and Warranties.


 


(a)
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he
has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any
non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, 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)
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects
and does not omit any material information with respect to such Insider’s background. The Insider’s questionnaire
furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is
not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted
of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal
proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked.


 


3. Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a
proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or
herself or himself, agrees that if the Company seeks stockholder 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 stockholder approval.


 


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


 


(a)
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to
consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take
all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously release to the Company to pay franchise and 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 stockholders (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 stockholders and
the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each
Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s
obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business
Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the
required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public
Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and incomes
taxes, if any, divided by the number of then-outstanding Public Shares.


 


(b)
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any
liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders
hereby further waive, 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 stockholder vote to approve such Business Combination or a stockholder vote to approve an
amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the
Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the
Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or
(ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall
be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business
Combination within the required time period set forth in the Charter).


 






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5. Lock-up;
Transfer Restrictions.


 


(a)
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares
Lock-up”) until the earliest of (A) one year after the completion of 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 stockholders having the right to exchange their shares of
Common Stock 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 shares of Common Stock 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 Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or shares of Common Stock
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 and shares of Common Stock underlying the Private Placement Warrants 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 the consummation of
a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or shares of
Common Stock, 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 shares of Common Stock for cash, securities or
other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of
clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer
restrictions.


 


(d)
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, shares of Common Stock,
Warrants or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock held by it, her or
him, as applicable, subject to certain exceptions enumerated in Section 6(h) of the Underwriting Agreement.


 


6. Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be
irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs
3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have
in law or in equity, in the event of such breach.


 






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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) $10.00 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 $10.00 per Public Share due to reductions in the value of the trust
assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any
claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or
not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right
to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake
such defense.


 


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


 






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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]


 






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	 	Sincerely,
	 	 
	 	HURRICANE
    Sponsor LLC
	 	 
	 	By:	/s/
    Matthew Walters
	 	Name:	 Matthew Walters
	 	Title:	 Chief Executive Officer



 

	 	By:	/s/
    Barry S. Sternlicht
	 	Name:	 Barry S. Sternlicht



 

	 	By:	/s/
    Matthew Walters
	 	Name: 	Matthew Walters



 


	 	By:	/s/
    Michael Racich
	 	Name:	 Michael Racich



 


	 	By:	/s/
    Andy Appelbaum
	 	Name:	 Andy Appelbaum



 


	 	By:	/s/
    Benjamin Weprin
	 	Name:	 Benjamin Weprin


 


 


Acknowledged
and Agreed:


 


	JAWS HURRICANE ACQUISITION CORPORATION	 
	 	 	 
	By:	/s/ Matthew Walters 	 
	Name:
	Matthew
Walters

    
	 
	Title:	 Chief Executive Officer	 



 


 


[Signature Page to Letter Agreement]