Exhibit 10.1


 


Execution Copy


 


SPONSOR LETTER AGREEMENT


 


This SPONSOR LETTER AGREEMENT
(this “Agreement”), dated as of December 5, 2022, is made by and among SportsMap Tech Acquisition Corp., a Delaware
corporation (“SportsMap”), Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”),
SportsMap, LLC, a Delaware limited liability company (the “Sponsor”), and each undersigned party identified as an
insider on the signature page hereto (collectively, the “Insiders”). SportsMap, the Company, the Insiders and
the Sponsor shall be referred to herein from time to time collectively as the “Parties” and each individually as a
 “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in
the Business Combination Agreement (as defined below).


 


RECITALS


 


A.            Contemporaneously
with the execution and delivery of this Agreement, SportsMap, the Company and ICH Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of SportsMap (“Merger Sub”), entered into that certain Business Combination Agreement, dated
as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business
Combination Agreement”).


 


B.            As
of the date hereof, each of Sponsor and the Insiders is the holder of record and beneficial owner of, and has voting power (including,
without limitation, by proxy or power of attorney) and dispositive power over, the issued and outstanding equity securities of SportsMap
as set forth opposite such Sponsor or Insider’s name on Schedule I (the “Shares” together with any warrants
or other equity securities of SportsMap that such Party holds of record or beneficially, as of the date of this Agreement, or acquires
record or beneficial ownership of after the date hereof, collectively, the “Securities”).


 


C.            As
a condition to the willingness of the Company to enter into the Business Combination Agreement, and as an inducement and in consideration
therefor, and in view of the valuable consideration to be received by Sponsor and the Insiders thereunder, and the expenses and efforts
to be undertaken by SportsMap and the Company to consummate the Transactions, SportsMap, the Company, Sponsor and the Insiders desire
to enter into this Agreement and agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


1.            Agreement
to Vote. Each of the Sponsor and each Insider hereby irrevocably and unconditionally agrees, with respect to all of the Securities
(as defined below) of such Person, during the Term:


 


(a)            at
any meeting of the shareholders of SportsMap or any class or series thereof, and in any action by written consent or resolution of the
shareholders of SportsMap, to be present for such meeting (in person or by proxy), or otherwise cause its Securities to be counted as
present thereat for purposes of establishing a quorum and to vote or provide consent (or cause to be voted or consented and to the extent
such Shares have voting rights) in person or by proxy, all of such Party’s Securities: (i) to approve and adopt the Transaction
Proposals and the Transactions; (ii) in favor of any actions required or otherwise sought in furtherance of the Merger, the Company
Note Conversion, the transactions contemplated by the Business Combination Agreement and the Ancillary Documents, and any amendments
to the Company’s Governing Documents required pursuant to the terms of the Business Combination Agreement; (iii) against,
and withhold consent with respect to, (A) any SportsMap Acquisition Proposal and any and all other proposals for any merger, consolidation,
tender or exchange offer, reorganization, recapitalization, liquidation, purchase of assets or securities, or other business combination
transaction or acquisition proposal involving SportsMap (other than the Business Combination Agreement and the Transactions), or (B) other
matter, action or proposal that would reasonably be expected to (1) materially delay or impair the ability of the Company, SportsMap
and Merger Sub to consummate the Merger, the Business Combination Agreement or any of the Transactions, (2) be materially inconsistent
with the Business Combination Agreement or the Ancillary Documents, or (3) result in a breach of any of the SportsMap’s or
Merger Sub’s covenants, agreements or obligations under the Business Combination Agreement or in any of the conditions to
the Closing set forth in the Business Combination Agreement not being satisfied; (iv) against, and withhold consent with respect
to, any other matter, action or proposal any other action or proposal involving any company that would prevent, materially impede, materially
interfere with, materially delay, materially postpone or materially adversely affect the Transactions or would reasonably be expected
to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled; and (v) in favor
of any proposal to adjourn or postpone such meeting of the stockholders of SportsMap to a later date if there are not sufficient votes
to approve and adopt the Business Combination Agreement and/or if there are not sufficient shares present in person or by proxy at such
meeting of the stockholders of SportsMap to constitute a quorum;


 






     


    


    

 


(b)            to
refrain from redeeming, electing to redeem or tendering or submitting any of its Securities for redemption in connection with such stockholder
approval, the Merger or any other transactions contemplated by the Business Combination Agreement;


 


(c)            to
take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or as shall be reasonably requested
by the Company or SportsMap in order to effect the Merger, the Company Note Conversion and the transactions contemplated by the Business
Combination Agreement and any Ancillary Documents, including the Transactions, including, without limitation, executing and delivering
all additional documentation so required or requested, including any applicable Ancillary Documents to be executed by such Person pursuant
to the Business Combination Agreement, in each case referred to in this clause (b), on the terms and subject to the conditions
set forth in this Agreement, the Business Combination Agreement and the Ancillary Documents; and


 


(d)            without
limiting Sections 1(a) and 1(c) above, to, to the extent required, approve and consent to and, if applicable, participate in,
the conversion of the Company Convertible Notes and any other Company convertible debt, in each case, at the applicable conversion ratio
(including any accrued or declared but unpaid dividends or interest) in accordance with their respective terms immediately prior to the
Effective Time as contemplated by the Business Combination Agreement.


 


The obligations of the Sponsor and each Insider
specified in this Section 1 shall apply whether or not the Merger, any of the transactions contemplated by the Business Combination
Agreement or any action described above is recommend by SportsMap’s board of directors. Any vote cast or consent given (or withheld)
pursuant to this Section 1 shall be cast, or consent shall be given (or withheld), in accordance with such procedures relating
thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in
accordance herewith the results of such vote or consent. Sponsor and each Insider hereby agrees that it shall not commit or agree to
take any action inconsistent with the foregoing.


 


2.            Waiver
of Anti-dilution Protection. Each of the Sponsor and each Insider hereby irrevocably (i) waives, subject to, and conditioned
upon, the occurrence of the Closing, to the fullest extent permitted by law and the certificate of incorporation of SportsMap, and (ii) agrees
not to assert or perfect, any rights to adjustment or other anti-dilution protections in connection with the transactions contemplated
by the Business Combination Agreement.


 






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3.            Transfer
of Securities.


 


(a)            Sponsor
and each Insider agrees, as to itself, that during the Term it shall not, and shall cause its Affiliates not to, without SportsMap’s
and the Company’s prior written consent, (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber,
assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option,
derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or
consent to, a Transfer of, any or all of such Party’s Securities, (ii) grant any proxies or powers of attorney with respect
to any or all of such Party’s Securities, (iii) permit to exist any lien of any nature whatsoever (other than those imposed
by (A) this Agreement, (B) the SportsMap Organizational Documents, (C) the Business Combination Agreement and (D) any
applicable securities Laws, and, with respect to Sponsor only, (y) the Letter Agreement dated October 18, 2021 (the “Insider
Letter”), between SportsMap, the Sponsor, the Insiders and Roth Capital Partners, LLC, and (z) the Investment Management
Trust Agreement dated October 18, 2021, between SportsMap and Continental Stock Transfer & Trust Company, in each case,
as in effect on the date hereof), with respect to any or all of such Party’s Securities, (iv) deposit any of Sponsor’s
or such Insider’s Securities in a voting trust or subject any of such Party’s Securities to any arrangement or agreement
with respect to the voting of such Securities (except as provided in this Agreement), or (v) commit or agree, directly or indirectly,
or publicly announce any intention, to take any of the foregoing actions. Sponsor and each Insider agree with, and covenant to, SportsMap
and the Company that such Party shall not request that SportsMap register the Transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Party’s Securities during the Term in contravention of this Section 3(a).
Nothing in this Agreement shall prohibit the direct or indirect Transfer of equity or other interests in Sponsor.


 


(b)            Permitted
Transfers. Section 3(a) shall not prohibit a Transfer of Securities by any Insider (i) to any family member
or trust for the benefit of any family member, (ii) to any stockholder, member or partner of such Party, if an entity, (iii) to
any Affiliate of such Person, or (iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce
decree or by will, intestacy or other similar applicable Law, so long as, in the case of the foregoing clauses (i), (ii), (iii) and
(iv), the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a
joinder memorializing such agreement.


 


(c)            In
furtherance of the foregoing, SportsMap hereby agrees to (i) place a revocable stop order on all Securities subject to Section 3,
including those which may be covered by a registration statement, and (ii) notify SportsMap’s transfer agent in writing of
such stop order and the restrictions on such Securities under Section 3 and direct SportsMap’s transfer agent not to
process any attempts by the Sponsor or any Insider to Transfer any Securities except in compliance with Section 3; for the
avoidance of doubt, the obligations of SportsMap under this Section 3(b) shall be deemed to be satisfied by the existence
of any similar stop order and restrictions currently existing on the Securities.


 


4.            Other
Covenants.


 


(a)            The
Sponsor and each Insider hereby agrees to be bound by and subject to (i) Section 5.3 (Confidentiality and Access to Information)
and Section 5.4 (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the
parties to the Business Combination Agreement, as if the Sponsor is directly a party thereto, and (ii) Section 5.6 (Exclusive
Dealing), Section 5.8 (SportsMap Stockholder Approval) and Section 5.9 (Conduct of Business of SportsMap) of the Business Combination
Agreement to the same extent as such provisions apply to SportsMap, as if the Sponsor is directly party thereto. Sponsor and each Insider
hereby authorize the Company and SportsMap to publish and disclose in any announcement or disclosure, in each case, required by the SEC
or Nasdaq (including all documents and schedules filed with the SEC in connection with the foregoing, including the Proxy Statement),
Sponsor’s and such Insider’s identity and ownership of the Securities and the nature of such Party’s commitments and
agreements under this Agreement, the Business Combination Agreement and any other Ancillary Documents to the extent such disclosure is
required by applicable securities laws, the SEC or Nasdaq.


 






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(b)            The
Sponsor and each Insider acknowledge and agrees that the Company is entering into the Business Combination Agreement in reliance upon
the Sponsor and each Insider entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable,
the agreements, covenants and obligations contained in this Agreement and but for the Sponsor and each Insider entering into this Agreement
and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained
in this Agreement, the Company would not have entered into, or agreed to consummate the transactions contemplated by, the Business Combination
Agreement.


 


(c)            Sponsor
and each Insider hereby agrees, (i) except for transfers expressly permitted by, and effected in accordance with, Section 3
hereof, not to deposit, and to cause its Affiliates not to deposit, except as provided in this Agreement, any Securities owned by
such Person or its Affiliates in a voting trust or subject any Securities to any arrangement or agreement with respect to the voting
of such Securities, unless specifically requested to do so by the Company and SportsMap in connection with the Business Combination Agreement,
the Ancillary Documents and any of the Transactions, (ii) not to, and to cause its Affiliates not to, bring, commence, institute,
join in, maintain, voluntarily aid, finance, facilitate, assist, encourage or prosecute, and to take, and to cause its Affiliates to
take, all actions necessary to opt out of any class in any class action with respect to, any claim, appeal, litigation, arbitration,
derivative, proceeding or otherwise, against SportsMap, Merger Sub, the Company or any of their respective successors or directors (A) challenging
the validity of, or seeking to enjoin the operation of, any provision of this Agreement, or (B) alleging a breach of any fiduciary
duty of any Person (including the board of directors of SportsMap or any member or committee thereof) in connection with the evaluation,
negotiation or entry into the Business Combination Agreement or the Transactions, and (iii) to refrain from exercising any dissenters’
rights or rights of appraisal under applicable Law at any time with respect to the Merger, the Business Combination Agreement, the Ancillary
Documents and any of the Transactions, including pursuant to the DGCL.


 


(d)            Changes
to Securities. In the event of a stock dividend or distribution, or any change in the shares of capital stock of SportsMap by reason
of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term
 “Securities” shall be deemed to refer to and include the Securities as well as all such stock dividends and distributions
and any securities into which or for which any or all of the Securities may be changed or exchanged or which are received in such transaction.
Sponsor and each Insider agrees to, during the Term, notify SportsMap and the Company promptly in writing of the number and type of any
changes to Sponsor’s or such Insider’s ownership of or voting control with respect to Securities or upon such Party’s
acquisition of, or commitment to acquire, any additional Securities. For the avoidance of doubt, if, during the Term, Sponsor or any
Insider acquires ownership or voting control with respect to any additional Securities, then such Securities shall be subject to the
terms of this Agreement to the same extent as if they had constituted Shares owned by Sponsor or such Insider as of the date hereof.


 






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(e)            Compliance
with Business Combination Agreement. Sponsor and each Insider agree that it shall use its commercially reasonable efforts to cooperate
with SportsMap and the Company to effect the Merger and all other Transactions contemplated by the Business Combination Agreement and
the Ancillary Documents.


 


(f)            Proxy
Statement. During the Term, Sponsor and each Insider agree to provide to SportsMap, the Company and their respective Representatives
any information regarding Sponsor and such Insider or the Securities that is reasonably requested by SportsMap, the Company or their
respective Representatives for inclusion in the Proxy Statement.


 


(g)            Letter
Agreement. During the Term, the Sponsor and each Insider agree not to amend, supplement, restate or otherwise modify or terminate,
or take any action in violation of, the terms of the Insider Letter.


 


5.            Representations
and Warranties. Each of Sponsor and each Insider hereby represents and warrants as of the date hereof to SportsMap and the Company
(solely with respect to itself, himself or herself and not with respect to any other Person) as follows:


 


(a)            Binding
Agreement. Such Person (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so
and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and
validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such Person
is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby by such Person has been duly authorized by all necessary corporate, limited liability or partnership
action on the part of such Person, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other
parties hereto, constitutes a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with
its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Such
Person understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon the execution
and delivery of this Agreement by such Person.


 


(b)            Ownership
of Securities. As of the date hereof, such Person has beneficial ownership over the type and number of the Securities set forth opposite
such Person’s name on Schedule I hereto, as applicable, is the lawful owner of such Securities, has the sole power to vote
or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such
Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims,
options, security interests and demands of any nature or kind whatsoever, other than those imposed by, (i) this Agreement, (ii) the
SportsMap Organizational Documents, (iii) the Business Combination Agreement and (iv) any applicable securities Laws, and,
with respect to Sponsor only, (x) the Letter Agreement dated October 18, 2021, between SportsMap and the Sponsor, and (y) the
Investment Management Trust Agreement dated October 18, 2021, between SportsMap and Continental Stock Transfer & Trust
Company, in each case, as in effect on the date hereof. Except for the Securities set forth opposite such Person’s name on Schedule
I hereto, as of the date of this Agreement, such Person is not a beneficial owner or record holder of any: (i) equity securities
of SportsMap, (ii) securities of SportsMap having the right to vote on any matters on which the holders of equity securities of
SportsMap may vote or which are convertible into or exchangeable for, at any time, equity securities of SportsMap or (iii) options,
warrants or other rights to acquire from SportsMap any equity securities or securities convertible into or exchangeable for equity securities
of SportsMap.


 






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(c)            No
Conflicts. No filing with, or notification to, any Governmental Entity, and no consent, approval, authorization or permit of any
other person is necessary for the execution of this Agreement by such Person, the performance of its obligations hereunder or the consummation
by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Person, the performance of
its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in
any breach of the certificate of incorporation, bylaws or other comparable organizational documents of SportsMap or such Person, if applicable,
(ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which
such Person is a party or by which such Person or any of the Securities or its other assets may be bound, or (iii) violate any applicable
Law or Order applicable to such Person, except for any of the foregoing in clauses (i) through (iii) as would not reasonably
be expected to impair such Person’s ability to perform its obligations under this Agreement in any material respect.


 


(d)            No
Inconsistent Agreements. Such Person hereby covenants and agrees that, except for this Agreement, which will be terminated at the
Closing, such Person (i) has not entered into, and will not enter into at any time while this Agreement remains in effect, any voting
agreement or voting trust with respect to the Securities inconsistent with such Person’s obligations pursuant to this Agreement,
(ii) has not granted and will not grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney
with respect to the Securities, and (iii) has not entered into any agreement or knowingly taken any action, and will not enter into
any agreement or knowingly take any action that would have the effect of preventing such Person from performing any of its material obligations
under this Agreement.


 


6.            Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of SportsMap, the Company,
Sponsor, or any Insider shall have any rights or obligations hereunder, upon the earliest to occur of (i) as to an Insider, the
mutual written consent of SportsMap, Sponsor, the Company and such Insider, (ii) the Effective Time (following the performance of
the obligations of the parties hereunder required to be performed at or prior to the Effective Time), and (iii) the date of termination
of the Business Combination Agreement in accordance with its terms (such earliest time, the “Expiration Time”). “Term”
shall mean the period commencing on the date of this Agreement and ending on the Expiration Time. Upon such termination of this Agreement,
all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any Party
to any Person in respect hereof or the transactions contemplated hereby, and no Party shall have any claim against another (and no Person
shall have any rights against such Party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided,
however, that the termination of this Agreement shall not relieve any Party from liability arising in respect of any breach of this Agreement
prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 6 shall survive
the termination of this Agreement.


 


7.            Entire
Agreement; Assignment. This Agreement (together with the Business Combination Agreement and the Ancillary Documents) constitutes
the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter hereof; provided that, for the avoidance of doubt, this Agreement
shall not be deemed to supersede the Insider Letter. Except in connection with a Permitted Transfer, neither this Agreement nor any of
the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of
the parties hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 7 shall be
void.


 


8.            Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors
and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights,
benefits or remedies of any nature whatsoever under or by reason of this Agreement.


 






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9.            Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the law of any jurisdiction other than the State of Delaware. Each of the Parties irrevocably and
unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the
State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any
Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related
or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby, and irrevocably
and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient
forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim
or otherwise, in any Proceeding claim, demand, action or cause of action against such Party (i) arising under this Agreement or
(ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the
transactions contemplated hereby or any of the transactions contemplated thereby, (A) any claim that such Party is not personally
subject to the jurisdiction of the courts as described in this Section 9 for any reason, (B) that such Party or such Party’s
property is exempt or immune from the 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) that (x) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an
inconvenient forum, (y) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or
(z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party hereto
agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth
herein shall be effective service of process for any such Proceeding, claim, demand, action or cause of action.


 


10.            WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING,
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH
PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE
AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH
SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.


 


11.            Interpretation.
The term “this Agreement” means this Sponsor Letter Agreement together with the schedules and exhibits hereto, as the same
may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this
Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party,
nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions
of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated
to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof”
and words of similar import refer to this Agreement as a whole, including the Schedules, and not to any particular section, subsection,
paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral
genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,”
 “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the
word “or” is disjunctive but not necessarily exclusive; (f) the words “writing”, “written” and
comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (g) the
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase shall not mean simply “if”; (h) all references to Articles, Sections or Schedules are to articles, sections and
schedules of this Agreement; and (i) all references to any Law will be to such Law as amended, supplemented or otherwise modified
or re-enacted from time to time.


 






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12.            No
Recourse. This Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the
Parties, and without limiting the generality of the foregoing, none of the Representatives of SportsMap or the Company shall have any
liability arising out of or relating to this Agreement, the negotiation thereof or its subject matter, or the transactions contemplated
hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any
written or oral representations made or alleged to be made in connection herewith (except as expressly provided herein) or for any actual
or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company
or SportsMap concerning the Company, any SportsMap Party, this Agreement or the transactions contemplated hereby.


 


13.            Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic
record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that
such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested)
(upon receipt thereof) to the other parties as follows, or to such other address as the Party to whom notice is given may have previously
furnished to the others in writing in the manner set forth below:


 


	If to SportsMap, to:

     

    SportsMap Tech Acquisition Corp.

    5353 West Alabama, Suite 415

    Houston, TX 77056

    Attn: David Gow

    Email: david.gow@gowmedia.com
	with a copy (which will not constitute notice) to:

     

    ArentFox Schiff LLP

    1717 K Street NW

    Washington, DC 20006

    Attn: Ralph de Martino

    Email: ralph.demartino@afslaw.com

	If to Sponsor, to:

     

    SportsMap, LLC.

    5353 West Alabama, Suite 415

    Houston, TX 77056

    Attn: David Gow

    Email: david.gow@gowmedia.com 
	with a copy (which will not constitute notice) to:

     

    ArentFox Schiff LLP

    1717 K Street NW

    Washington, DC 20006

    Attn: Ralph de Martino

    Email: ralph.demartino@afslaw.com

	If to the Company, to:

     

    Infrared Cameras Holdings, Inc.

    2105 W Cardinal

    Beaumont, TX 77705

    Attn: Gary Strahan

    Email: gary.strahan@infraredcameras.com
	with a copy (which will not constitute notice) to:

     

    Latham & Watkins LLP

    811 Main Street, Suite 3700

    Houston, TX 77002

    Attn: Nick Dhesi

    Email: Ramnik.Dhesi@lw.com

     

    Latham & Watkins LLP

    650 Town Center Drive, 20th Floor

    Costa Mesa, CA 92626

    Attn: Drew Capurro

    Email: Drew.Capurro@lw.com




 


If
to an Insider, to: the address set forth under such Insider’s name on Schedule I hereto, with a copy (which will
not constitute notice) to, if not the Party sending the notice, each of the Company and SportsMap (and each of their copies for notices
hereunder).


   






    8


    


    

 


14.            Amendments.
This Agreement may be amended or modified only by a written agreements executed and delivered by SportsMap, the Company, Sponsor and
each Insider. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported
amendment by any of the parties hereto effected in a manner which does not comply with this Section 13 shall be void, ab initio.


 


15.            Extension;
Waiver. Any agreement on the part of any Party hereto to (i) extend the time for the performance of any of the obligations or
other acts of another Party hereto set forth herein, (ii) waive any inaccuracies in the representations and warranties of another
Party set forth herein or (iii) waive compliance by another party hereto with any of the agreements or conditions set forth herein,
in each case, shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition
shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver
of such rights.


 


16.            Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent possible.


 


17.            Specific
Performance. The parties hereto acknowledge that such Party’s obligations under this Agreement are unique, each Party recognizes
and affirms that in the event of a breach of this Agreement by such Party, money damages will be inadequate and other parties hereto
will not have adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by a Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled
to an injunction or specific performance or other equitable relief to prevent breaches of this Agreement by the other parties and to
enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money
damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement,
at law or in equity.


 


18.            Expenses.
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be allocated in accordance
with Section 8.6 of the Business Combination Agreement.


 


19.            No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among each Insider, Sponsor,
the Company and SportsMap, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship
among the parties hereto. Nothing contained in this Agreement shall be deemed to vest in the Company, Sponsor or SportsMap any direct
or indirect ownership or incidence of ownership of or with respect to any Securities.


 


20.            Counterparts;
Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by e-mail, scanned pages or other electronic imaging (including “pdf,” “tif,” “jpg,” DocuSign,
AdobeSign or other similar electronic transmission) shall be effective as delivery of a manually executed counterparty to this Agreement.


 


[signature page follows]


 






    9


    


    

 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first
above written.


 


	 	SPORTSMAP TECH ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ David Gow
	 	 	Name: David Gow
	 	 	Title: Chief Executive Officer




 


Signature Page to
Sponsor Letter Agreement


 






     


    


    

 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first
above written.


 



 


		SPONSOR
	 	 
	 	SPORTSMAP LLC
	 	 	 
	 	By:	/s/ David Gow
	 	 	Name: David Gow
	 	 	Title: Manager





 


Signature Page to Sponsor Letter Agreement


 






     


    


    

 


 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first
above written.



 


	 	INSIDERS
	 	 
	 	 /s/ BRADLEY W. BAKER
	 	BRADLEY W. BAKER
	 	 
	 	 /s/ MATTHEW DAY
	 	MATTHEW DAY
	 	 
	 	 /s/ STEVE DYER
	 	STEVE DYER
	 	 
	 	 /s/ DAVID FARINA
	 	DAVID FARINA
	 	 
	 	 /s/ KEVIN HARRIS
	 	KEVIN HARRIS
	 	 
	 	 /s/ WILLIAM F. HARTFIEL III
	 	WILLIAM F. HARTFIEL III
	 	 
	 	 /s/ DONALD RYAN HULSTRAND
	 	DONALD RYAN HULSTRAND
	 	 
	 	 /s/ JOHN LIPMAN
	 	JOHN LIPMAN
	 	 
	 	 /s/ JAMES ZAVORAL
	 	JAMES ZAVORAL



  


Signature Page to Sponsor Letter Agreement


 






     


    


    

 


	 	THE AMG TRUST ESTABLISHED 01/23/2007
	 		 
	 	By:	/s/ Aaron M Gurewitz
	 	 	Name: Aaron M Gurewitz
	 	 	Title: Trustee



 


	 	BYRON ROTH LLC
	 	 	 
	 	By:	 /s/ Byron Roth                 
	 	 	Name: Byron Roth
	 	 	Title: Manager



 


	 	CR FINANCIAL HOLDINGS, INC
	 	 	 
	 	By:	 /s/ Gerald L. Mars                 
	 	 	Name: Gerald L. Mars
	 	 	Title: CFO



  


Signature Page to
Sponsor Letter Agreement


 






     


    


    

 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first
above written.


 





		COMPANY
	 	 
	 	INFRARED CAMERAS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Gary Strahan
	 	 	Name: Gary Strahan
	 	 	Title: Chief Executive Officer


  


Signature Page to Sponsor Letter Agreement


 






     


    


    

 


SCHEDULE 1


  


(intentionally omitted)