Exhibit
10.1


 


Execution
Version


 


Aerami
Therapeutics Holdings, Inc.


2520
Meridian Parkway, Suite 400


Durham,
North Carolina, 27713


 


March
4, 2022


 


FoxWayne
Enterprises Acquisition Corp.


1
Rockefeller Plaza, Suite 1039


New
York, New York 10020


Attention:
Mr. Robb Knie


 


Dear
Mr. Knie:


 


Reference
is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 7, 2021, by and among
FoxWayne Enterprises Acquisition Corp., a Delaware corporation (“FoxWayne”), Gotham Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of FoxWayne, Aerami Therapeutics Holdings, Inc., a Delaware corporation (“Aerami”), and the
stockholders’ representative (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise
defined herein shall have the respective meanings ascribed to them in the Merger Agreement.


 


For
good and valuable consideration, the receipt of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree
as follows:


 


	1.	By
    signing this letter agreement, each Party hereby agrees to terminate the Merger Agreement in accordance with the terms and conditions
    of Section 9.1(a) of the Merger Agreement with effect immediately prior to the filing of the Form 8-K by FoxWayne with the Securities
    and Exchange Commission announcing the mutual termination of the Merger Agreement.
	 	 
	2.	The
    Parties acknowledge and agree that, following the termination of the Merger Agreement pursuant to Section 1 of this letter agreement,
    no Party or any of its Affiliates, officers, directors, employees or stockholders shall have any liability, rights or obligations
    under the Merger Agreement, except as otherwise set forth in Section 9.2 of the Merger Agreement.
	 	 
	3.	Further
    to Section 7.6 of the Merger Agreement, each of the Parties hereby agrees not to, and to cause its Affiliates and Representatives
    not to, issue any press releases or make any public announcements with respect to the termination of the Merger Agreement or the
    impetus or rationale therefor without the prior written consent of the other Parties; provided, however, that each Party
    may make any such announcement or other communication (a) if such announcement or other communication is required by applicable Law
    or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow
    the non-disclosing Party to review such announcement or communication and provide an opportunity to comment thereon and the disclosing
    Party shall consider such comments in good faith, and (b) to the extent such announcements or other communications contain only information
    previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section
    3. The Parties shall use their respective reasonable best efforts to ensure that any information that is disclosed under this Section
    3 of this letter agreement is accurate, complete and not misleading.
	 	 
	4.	For
    purposes of this letter agreement, the provisions of Article X of the Merger Agreement (other than Sections 10.5, 10.21 and 10.23)
    are incorporated herein by reference and shall apply to this letter agreement mutatis mutandis.
	 	 
	5.	This
    letter agreement, together with the Merger Agreement, constitutes the entire agreement among the Parties hereto with respect to the
    subject matter hereof and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral,
    that may have related in any way to the subject matter hereof.


 


*
* * * *




    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this letter agreement as of the day and year first above written.


 


	 	FOXWAYNE
    ENTERPRISES ACQUISITION CORP.
	 	 	 
	 	By:	 /s/
    Robb Knie 
	 	Name:	Robb
    Knie
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	GOTHAM
    MERGER SUB, INC.
	 	 	 
	 	By:	 /s/
    Robb Knie 
	 	Name:	Robb
    Knie
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	AERAMI
    THERAPEUTICS HOLDINGS, INC.
	 	 	 
	 	By:	 /s/
    Steven Thornton 
	 	Name:	Steven
    Thornton
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	 	 /s/
                                            Steven Thornton  

	 	 	STEVEN
    THORNTON, as Stockholders Representative


 


[Signature
Page to Letter Agreement]