Exhibit 10.1


 


TERMINATION AND RELEASE AGREEMENT


 


THIS
TERMINATION AND RELEASE AGREEMENT, dated as of December 9, 2022 (this “Agreement”), is entered into by and among
(i) Americas Technology Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“Purchaser”),
(ii) Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”),
(iii) Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser
Merger Sub”), (iv) Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco
(“Company Merger Sub” and together with Purchaser, Pubco, and Purchaser Merger Sub, the “Purchaser Parties”),
(v) Jorge E. Marcos, in the capacity under the Merger Agreement as the Purchaser Representative, (vi) Numaan Akram, in the capacity under
the Merger Agreement as the Seller Representative, and (vii) Rally Communitas Corp., a Delaware corporation (together with its successors,
the “Company”). The Purchaser, Pubco, the Purchaser Merger Sub, the Company Merger Sub, the Purchaser Representative,
the Seller Representative, and the Company are collectively referred herein as the “Parties” and, each individually,
as a “Party”. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the
Merger Agreement (as defined below).


 


W I T N E S S E T H:


 


		A.	On June 1, 2022, the Parties entered into an Agreement and Plan of Merger (as amended from time to time,
the “Merger Agreement”), pursuant to which, among other matters, the Purchaser Merger Sub would merge with and into
Purchaser, with Purchaser continuing as the surviving entity (the “Purchaser Merger”), and the Company Merger Sub would
merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger” and, together
with the Purchaser Merger, the “Mergers”), and as a result of which Purchaser and the Company would become wholly-owned
subsidiaries of Pubco.



 


		B.	The Parties desire to terminate the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement
and to be bound by the other provisions set forth hereinafter.



 


In consideration of the mutual
covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:


 


ARTICLE
I

TERMINATION AND RELEASE


 


1.1              
Termination of Merger Agreement.
Purchaser and the Company hereby mutually consent and agree that, pursuant to Section 8.1(a) of the Merger Agreement, effective immediately
upon execution and delivery of this Agreement by each Party and without further action by any Party, the Merger Agreement is hereby terminated
in its entirety, is null and void, and is of no further force and effect, except that Section 6.15 (Confidential Information) of the
Merger Agreement shall survive the termination of the Merger Agreement and the execution and delivery of this Agreement by each of the
Parties.


 


1.2              
Termination of Other Ancillary Documents.
The Parties acknowledge and agree that each other Ancillary Document, including, without limitation, the Voting Agreements and the Lock-Up
Agreements, and each other document contemplated by or entered into in connection with the Merger Agreement, including without limitation
the Sponsor Forfeiture Agreement and Sponsor Subscription Agreement, shall be automatically terminated, without further action on the
part of the parties thereto, concurrent with the termination of the Merger Agreement pursuant hereto. The Parties further acknowledge
and agree that the other Ancillary Documents shall be of no further force or effect as of such time, including, without limitation, provisions
of any such other Ancillary Document that by their terms would otherwise have survived the termination of such other Ancillary Document.


 






     


     


    

 


1.3              
Mutual Release; Covenant Not to Sue.


 


(a)               
Notwithstanding anything in the Merger Agreement or any other Ancillary Documents that may be deemed to the contrary, each Party,
for and on behalf of itself and its Related Parties (as defined below), does hereby unequivocally, irrevocably, completely, finally and
forever release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers, directors,
agents, advisors, representatives, managers, members, partners, shareholders or holders of any form of equity, employees, financing sources,
Affiliates (including, without limitation, controlling persons and parent companies), officers, directors, members, managers and employees
of Affiliates, principals, and any heirs, executors, administrators, predecessor entities, successors or assigns of any said person or
entity and, with respect to Purchaser, its sponsor, ATAC Limited Partnership (“Related Parties”), from any and all
past, present, direct, indirect, and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money,
attorneys’, fees, brokers’ fees, underwriters’ fees and any other advisors’ fees, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments,
remedies, executions, demands, liens and damages of whatever nature, in law, equity or otherwise, asserted or that could have been asserted,
under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated,
whether or not concealed or hidden, from the beginning of time until the date of execution of this Agreement, that in any way arise from
or out of, are based upon, or are in connection with or relate to (i) the Merger Agreement, the other Ancillary Documents and the other
agreements and documents contemplated hereby or thereby (collectively, the “Transaction Documents”), (ii) any breach,
non-performance, action or failure to act under the Transaction Documents and (iii) the proposed Mergers, including without limitation
the events leading to the termination of the Merger Agreement or any other Transaction Document (collectively, the “Released
Claims”); provided, however, that no Party shall be released from any breach, non-performance, action or failure
to act under this Agreement.


 


(b)               
It is understood and agreed that, except as provided in the proviso to Section 1.3(a), Section 1.3(a) is a full
and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties
relating to or arising out of the Transaction Documents. Therefore, each of the Parties expressly waives any rights it may have under
any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect
to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement
with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may
hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the
Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In
furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard
to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.


 


(c)               
Except as provided in the proviso to Section 1.3(a), each Party, on behalf of itself and its Related Parties, hereby
covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly
encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related
Parties or any third party of a suit, arbitration, mediation, or claim (including, without limitation, a third party or derivative claim)
against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 1.3
shall survive this Agreement indefinitely regardless of any statute of limitations.


 






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ARTICLE
II

MISCELLANEOUS


 


2.1              
Representations and Warranties of the Parties.
Each Party, on behalf of itself and its Related Parties, represents and warrants to the other Parties as follows:


 


(a)               
The execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions
contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary action on the part of
such Party. This Agreement constitutes a valid and legally binding agreement of such Party, enforceable against such Party in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity.


 


(b)               
None of the execution, delivery or performance by such Party of this Agreement or the transactions contemplated hereby does or
will (i) contravene or conflict with the organizational documents of such Party, (ii) contravene or conflict with or constitute a
violation of any provision of any Law or any Order or Contract with any Governmental Authority binding upon or applicable to such Party
or by which any of such Party’s assets is or may be bound), or (iii) constitute a default under or breach of (with or without the
giving of notice or the passage of time or both) or require a consent or waiver under, any of the terms, conditions or provisions of any
contractual restriction binding on such Party or affecting such Party or any of its assets.


 


2.2              
Notices. Any notice hereunder shall
be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 5:00 P.M.
on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery;
(b) if by email, on the date of transmission; or (d) five (5) days after mailing by certified or registered mail, return receipt requested.
Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such
other address as a Party shall specify to the others in accordance with these notice provisions:


 


	
    If to any Purchaser Party,
    to:

     

    Americas Technology Acquisition Corp.

    16500 Dallas Parkway #305

    Dallas, Texas 75248

    Attn: Jorge E. Marcos

    Telephone No.: (214) 396-5927

    Email: jmarcos@atacspac.com
	with a copy (which shall not constitute notice) to:



Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Telephone: (212) 370-1300

Attention: Matthew A. Gray, Esq

Email: mgray@egsllp.com 
	
    If to the Purchaser Representative,
    to:

     

    Jorge E. Marcos

    Americas Technology Acquisition Corp.

    16500 Dallas Parkway #305

    Dallas, Texas 75248

    Telephone No.: (214) 396-5927

    Email: jmarcos@atacspac.com
	
    with a copy (which shall not constitute notice)
    to:

     

    Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Telephone: (212) 370-1300

Attention: Matthew A. Gray, Esq

Email: mgray@egsllp.com




 






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    If to the Company to:

     

    Rally Co.

    P.O. Box 216

    East Meadow, NY 11554

    Attn: Numaan Akram

    Telephone No.: (917) 657-8109

    Email: numaan@rally.co
	
    with a copy (which shall not constitute notice) to:

     

    Nelson Mullins Riley & Scarborough

    100 South Charles Street, Suite 1600

    Baltimore, Maryland 21201

    Attn: Matthew G. Huddle, Esq.

    Telephone No.: (443) 392-9457

    Email: matthew.huddle@nelsonmullins.com

	
    If to the Seller Representative,
    to:

     

    Numaan Akram

    P.O. Box 216

    East Meadow, NY 11554

    Telephone No.: (917) 657-8109

    Email: numaan@rally.co
	
    with a copy (which shall not constitute notice) to:

     

    Nelson Mullins Riley & Scarborough

    100 South Charles Street, Suite 1600

    Baltimore, Maryland 21201

    Attn: Matthew G. Huddle, Esq.

    Telephone No.: (443) 392-9457

    Email: matthew.huddle@nelsonmullins.com



 


2.3              
Amendments; No Waivers; Remedies.


 


(a)               
This Agreement cannot be amended, except by a writing signed by each Party, and cannot be terminated orally or by course of conduct.
No provision hereof can be waived, except by a writing signed by the Party against whom such waiver is to be enforced, and any such waiver
shall apply only in the particular instance in which such waiver shall have been given.


 


(b)               
Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor
any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction
of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the
Party giving such notice or making such demand, including, without limitation, any right to take any action without notice or demand not
otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise
of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of
any right or remedy with respect to any other breach.


 


(c)               
Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy
stated herein or that otherwise may be available.


 


2.4              
Severability. A determination by
a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the
validity or enforceability of any other provision hereof. The Parties shall cooperate in good faith to substitute (or cause such court
or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid
provision as is lawful.


 


2.5              
Governing Law; Jurisdiction; Enforcement.
This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict
of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement
and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder brought by any other Party hereto or its successors or assigns, shall be brought and determined
in any state or federal court located in New York, New York. Each of the Parties hereto hereby irrevocably submits with regard to any
such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the
aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert
as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not
personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with the
provisions of this Agreement, (b) any claim 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 (c) to the fullest extent permitted by the applicable law, any claim that (i) the
suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is
improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 






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2.6              
Waiver of Jury Trial. THE PARTIES
TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION
OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Each of
the Parties to this Agreement acknowledges that it has been represented in connection with the signing of the foregoing waiver by independent
legal counsel selected by it and that such Party has discussed the legal consequences and import of such waiver with legal counsel. Each
of the parties to this Agreement further acknowledges that it has read and understands the meaning of such waiver and grants such waiver
knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.


 


2.7              
No Assignment; Binding Effect. Neither
this Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto without the prior written consent of
the other Parties hereto and any attempt to do so shall be void, except for assignments and transfers by operation of any laws. Subject
to the preceding sentence and Section 2.11 hereof, this Agreement is binding upon, inures to the benefit of and is enforceable
by the Parties and their respective successors and permitted assigns.


 


2.8              
Third-Party Beneficiaries. Each
Party acknowledges and agrees that each Party’s Related Parties are express third-party beneficiaries of the releases of such Related
Parties and covenants not to sue such Related Parties contained in Section 1.3 of this Agreement and the covenants contained
in Sections 2.1 and 2.2 of this Agreement and are entitled to enforce rights under such section to the same extent that
such Related Parties could enforce such rights if they were a party to this Agreement. Except as provided in the preceding sentence, there
are no third-party beneficiaries to this Agreement.


 


2.9              
Entire Agreement. This Agreement sets forth the
entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings
and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement may be explained
or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage.


 


2.10          
Headings. The headings
used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.


 


2.11          
Equitable Relief. Notwithstanding
anything herein to the contrary, the Parties agree that irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled
to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, without the requirement to post any bond or other security or to prove that money
damages would be inadequate.


 






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2.12          
Counterparts; Facsimile Signatures.
This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement.
This Agreement shall become effective upon delivery to each Party of an executed counterpart or the earlier delivery to each party of
original, photocopied, or electronically transmitted (including, without limitation, scanned .pdf image) signature pages that together
(but need not individually) bear the signatures of all other Parties.


 


{The remainder of this page intentionally left
blank; signature pages to follow}


 






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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	AMERICAS TECHNOLOGY ACQUISITION CORP.
	 	 
	 	By: 	/s/ Jorge E. Marcos
	 	 	Name: Jorge E. Marcos
	 	 	Title: Chief Executive Officer
	 	 
	 	AMERICAS TECHNOLOGY ACQUISITION HOLDINGS INC.
	 	 
	 	By:	/s/ Jorge E. Marcos
	 	 	Name: Jorge E. Marcos
	 	 	Title: Chief Executive Officer
	 	 
	 	/s/ Jorge E. Marcos
	 	Jorge E. Marcos, in the capacity as Purchaser 

Representative under the Merger Agreement
	 	 
	 	AMERICAS TECHNOLOGY PURCHASER MERGER SUB INC.
	 	 
	 	By:	/s/ Jorge E. Marcos
	 	 	Name: Jorge E. Marcos
	 	 	Title: Authorized Officer
	 	 
	 	AMERICAS TECHNOLOGY COMPANY MERGER SUB INC.
	 	 
	 	By: 	/s/ Jorge E. Marcos
	 	 	Name: Jorge E. Marcos
	 	 	Title: Authorized Officer
	 	 
	 	RALLY COMMUNITAS CORP.
	 	 
	 	By:	/s/ Numaan Akram
	 	 	Name: Numaan Akram
	 	 	Title: Chief Executive Officer 
	 	 
	 	/s/ Numaan Akram
	 	Numaan Akram, in the capacity as Seller

 Representative under the Merger Agreement