Exhibit 10.1


 


[__], 2021


 


Vital Human Capital, Inc.


501 Brickell Key Drive, Suite 300


Miami, FL 33135-3250


 


	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 Vital Human Capital, Inc., 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 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (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 redeemable warrant. Each whole 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. 333-255592) 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 New York Stock Exchange. 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 ShiftPixy Investments, Inc. (the “Sponsor”), the Representative,
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 and each Insider
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 Common 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, the Sponsor, the Representative and each Insider agrees
that it, he or she will not seek to sell or tender any shares of Capital Stock owned by it, him or her to the Company in connection with
such tender offer.


 


2. The Sponsor, the Representative
and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination 18 months from the closing
of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s amended
and restated certificate of incorporation (as it may be amended from time to time, the “Charter”), the Sponsor,
the Representative 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 shares of 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 the rights of all holders of Offering Shares as stockholders (including the right to receive further liquidating 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 the requirements
of other 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 the Company’s
initial 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 its initial Business Combination within such time set forth in the Charter
or (B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity, unless
the Company provides the holders of the Offering Shares 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.


 






     


     


    

 


The Sponsor, the Representative
and each Insider 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. The Sponsor, the Representative and each Insider 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 the time period set forth in the Charter 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 Sponsor, the Representative, the Insiders and their respective affiliates 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
the time period set forth in the Charter).


 


3. During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor (except as otherwise permitted by
the Underwriting Agreement), the Representative 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.


 


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 (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.


 






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5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units in full within 45 days from the
date of the Prospectus (and as further described in the Prospectus), the Sponsor and the Representative each agree to forfeit, in proportion
to their respective percentage ownership of the total Founder Shares, at no cost, a number of Founder Shares in the aggregate equal to
937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000. The forfeiture will be adjusted
to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Sponsor and the Representative will
be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate of 20.0%
of the Company’s issued and outstanding shares of Capital Stock after the Public Offering.


 


6. The Sponsor, the Representative
and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event
of a breach by such Sponsor, Representative or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 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) The Sponsor (except
as otherwise permitted by the Underwriting Agreement), the Representative, and each Insider agrees that it, he or she shall not Transfer
any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier to occur of (A) six months after
the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination,
(x) if the reported 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 150 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”).
Notwithstanding the foregoing, the Sponsor shall have the right to transfer its ownership in the Founder Shares at any time to the extent
that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates
are in compliance with the Investment Company Act of 1940.


 


(b) The Sponsor (except
as otherwise permitted by the Underwriting Agreement) and each Insider agrees that it, he or she shall not Transfer any Private Placement
Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion
of the initial Business Combination (the “Private Placement Warrants Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the
provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Warrants 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
Sponsor, the Representative, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors
or any members or partner of the Sponsor or the Representative, or any of their affiliates; (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 securities 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 the Representative’s organizational documents upon dissolution
of the Representative; 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 Company’s completion of an 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 and the other restrictions contained in this Agreement (including
provisions relating to voting, the Trust Account and liquidating distributions).


 






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8. The Sponsor, the Representative
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, the Representative nor any officer or director of the Company nor any affiliate of the Sponsor or
the Representative nor any affiliate of any officer or director 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), other than the following, none of which will be made from the proceeds held in the Trust Account prior to
the completion of the initial Business Combination: repayment of up to an aggregate of $500,000 in loans made to the Company by the Sponsor
to cover offering-related and organizational expenses; payment to an affiliate of the Sponsor of $10,000 per month, for up to 18 months,
for office space, utilities and secretarial and administrative support; reimbursement for any reasonable out-of-pocket expenses related
to identifying, investigating and completing an initial Business Combination; and repayment of non-interest bearing loans which may be
made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors to finance transaction costs
in connection with an intended initial Business Combination, the terms of which (other than as described above) have not been determined
nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at
a price of $1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be
identical to the Private Placement Warrants.


 


10. The Sponsor, the Representative
and each Insider 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 of the Company and hereby consents to being named in the Prospectus as an officer
and/or director 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
7,187,500 shares of the Company’s common stock, par value $0.0001 per share, initially issued to the Sponsor and the Representative
(up to 937,500 Shares of which are subject to complete or partial forfeiture by the Sponsor and the Representative if the over-allotment
option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.003 per share, 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 Warrants”
shall mean the 4,279,000 Warrants (or up to 4,654,000 Warrants if the over-allotment option is exercised in full) that the Sponsor has
agreed to purchase for an aggregate purchase price of $4,279,000 (or up to $4,654,000 if the over-allotment option is exercised in full),
or purchase price of $1.00 per Private Placement Warrant, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into
which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (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 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 undertake
commercially reasonable efforts to maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Director 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, the Representative 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.


 


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 [_],
2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation. 


 


[Signature Page Follows] 


 



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	 	Sincerely,
	 	 	 
	 	 	 
	 	 	Scott W. Absher


 


	 	 	 
	 	 	Domonic J. Carney


 


	 	 	 
	 	 	Robert S. Gans


 


	 	 	 
	 	 	Bennet Tchaikovsky


 


	 	 	 
	 	 	John A. Quelch


 


	 	 	 
	 	 	Heath Hawker



 




	 	SHIFTPIXY INVESTMENTS, INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   
	 	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 	 
	 	By:	 
	 	 	Name: Thomas J. Higgins
	 	 	Title: Managing Director  



 



	Acknowledged and Agreed:	 
	 	 
	VITAL HUMAN CAPITAL, INC.	 
	 	 	 
	By:	 	 
	 	Name: Scott W. Absher	 
	 	Title:   Chief Executive Officer	 


 


[Signature Page to Letter Agreement] 




 



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