Exhibit 10.1


 


Mudrick Capital Acquisition Corporation


527 Madison Avenue, 6th Floor


New York, New York 10022


 


February 12, 2020


 


Cantor Fitzgerald & Co.

As Representative of the several Underwriters

499 Park Avenue

New York, New York 10022


 


Re: Underwriting Agreement


 


Ladies and Gentlemen:


 


Reference is made to
that certain Underwriting Agreement, dated February 7, 2018, by and among Mudrick Capital Acquisition Corporation, a Delaware corporation
(the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”)
of the several underwriters named on Schedule A thereto (the “Underwriting Agreement”). Except as otherwise
specifically provided herein, all capitalized terms used in this amendment to the Underwriting Agreement (this “Amendment”)
shall have the meanings ascribed to them in the Underwriting Agreement.


 


In consideration of
the mutual promises and agreements contained in this Amendment, and for other good and valuable consideration, the sufficiency
and adequacy of which is hereby acknowledged, the undersigned hereby agree as follows:


 


		I.	Amendment Regarding Payment of Deferred Underwriting
Commission



 


The Underwriting Agreement
is hereby amended by this Amendment, effective as of the date first listed above, as follows:


 


		1.	The first sentence of Section 1.3 of the Underwriting Agreement is hereby deleted and replaced
with the following:



 


“In
the event that the Company consummates its Business Combination with Hycroft Mining Corporation, a Delaware corporation (“Hycroft”),
as contemplated by that certain Purchase Agreement, dated as of January 13, 2020 (the “Hycroft Purchase Agreement”),
by and among the Company, Mudrick Acquisition Sub, Inc. and Hycroft (such Business Combination, the “Acquisition”),
the Company shall pay, or cause to be paid, to Cantor for its own account upon consummation of the Acquisition, a deferred underwriting
commission of (i) $2,500,000, payable in cash and directly from the Trust Account, (ii) $2,000,000, payable in shares of Common
Stock, valued for these purposes at $10.00 per share and (iii) an amount up to $2,780,000, determined as follows: (A) if Third
Party Equity Value (as defined below) is less than or equal to $75,000,000, an amount payable in Common Stock, valued for these
purposes at $10.00 per share, equal to the product of (x) 2,780,000 and (y) a fraction, the numerator of which is the Third Party
Equity Value and the denominator of which is $75,000,000 or (B) if Third Party Equity Value is greater than $75,000,000, $2,780,000
payable in cash and directly from the Trust Account (collectively, the “Deferred Underwriting Commission”);
provided, however, to the extent Cantor continues to beneficially own and hold for its own account the Specified Shares (as defined
below) on the date of the consummation of the Acquisition (the “Acquisition Closing Date”), (1) the Deferred
Underwriting Commission payable in Common Stock pursuant to clauses (ii) and (iii) above shall be reduced by an amount equal to
the product of (x) $10.00 and (y) the number of Specified Shares beneficially owned and held by Cantor for its own account on the
Acquisition Closing Date, as evidenced by a certificate signed by an authorized officer of Cantor and delivered to the Company
on or prior to the Acquisition Closing Date, and (2) the Deferred Underwriting Commission payable in cash and directly from the
Trust Account pursuant to this sentence shall be increased by such same and equal amount. For purposes of this agreement, the term
 “Third Party Equity Value” shall mean an amount in cash equal to (A) the product of (i) $10.00 and (ii) the
number of IPO Shares minus the number of IPO Shares that Public Stockholders elect to redeem in connection with the consummation
of the Business Combination, plus (B) the gross proceeds received from the sale of Common Stock to Third Party Private Investors
prior to the consummation of the Business Combination (but in no event greater than $75,000,000). For purposes of this Agreement,
 “Third Party Private Investors” shall mean any person other than investment funds affiliated with or managed
by Mudrick Capital Management, L.P., Whitebox Advisors LLC, Highbridge Capital Management, LLC, Aristeia Capital, LLC, Wolverine
Asset Management, LLC and Sprott Inc. For purposes of this Agreement, “Specified Shares” means 200,000 shares
of Common Stock acquired by Cantor and beneficially owned and held by Cantor for its own account as of the date hereof.”


 






     


     


    

 


		2.	Section 3.16 of the Underwriting Agreement is hereby deleted and replaced with the following:



 


“3.16       Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business
Combination, the Company agrees that it will cause the Trustee to pay the cash portion of the Deferred Underwriting Commission
directly from the Trust Account to the Representative and deliver the Common Stock portion of the Deferred Underwriting Commission
to Cantor in book entry form, in each case, in accordance with Section 1.3. Any such Common Stock shall be registered in such name
or names as Cantor may request in writing at least two (2) full Business Days prior to the consummation of the initial Business
Combination.”


 


		3.	Notwithstanding the foregoing, if the Hycroft Purchase Agreement is terminated, Section 1.3 and
3.16 will each automatically revert back to their original form in the Underwriting Agreement in respect of any Business Combination
between the Company and a party other than Hycroft.



 


		II.	Company Representations and Covenants



 


The Company represents,
warrants and covenants to Cantor that:


 


a.      
Subject to obtaining all required approvals necessary in connection with the performance of the Hycroft Purchase Agreement
(including, without limitation the approval of the Company's stockholders) (together, the “Required Approvals”),
the Company has all requisite corporate power and authority to deliver and perform its obligations under this Amendment.


 


b.     
Subject to obtaining the Required Approvals, the Common Stock issued as part of the Deferred Underwriting Commission (the
 “Deferred Commission Shares”) have been duly authorized and, when issued and delivered to Cantor against
receipt of full consideration therefor in accordance with the terms of the Underwriting Agreement, as amended by this Amendment,
the Deferred Commission Shares will be validly issued, fully paid and non-assessable.


 


c.      
Subject to obtaining the Required Approvals, this Amendment has been duly authorized, executed and delivered by the Company,
and assuming that Amendment constitutes the valid and binding agreement of the Representative and the Underwriters, is the valid
and binding obligations of the Company, enforceable against it in accordance with its terms, except as may be limited or otherwise
affected by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to
or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


d.     
Any “Common Stock” issued to Cantor pursuant to the Amendment will be subject to registration rights on substantially
the same terms as set forth in the form of Amended and Restated Registration Rights Agreement among the Company, Cantor and the
other parties thereto attached to the Hycroft Purchase Agreement.


 






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		III.	Cantor Representations and Warranties



 


Cantor represents and
warrants to the Company that:


 


a.      
At the time Cantor was offered the Deferred Commission Shares, it was, and as of the date hereof, Cantor is an institutional
 “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act), (ii) is acquiring the
Deferred Commission Shares only for its own account and (iii) not for the account of others, and not on behalf of any other account
or person or entity or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Act.


 


b.     
Cantor understands that the Deferred Commission Shares are being offered in a transaction not involving any public offering
within the meaning of the Act and that the Deferred Commission Shares delivered at the Closing have not been registered under the
Act.


 


c.      
Cantor understands that the Deferred Commission Shares may not be resold, transferred, pledged or otherwise disposed of
by Cantor absent an effective registration statement under the Act, except (i) to the Company or a subsidiary thereof, (ii) to
non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the
Act or (iii) pursuant to another applicable exemption from the registration requirements of the Act, and that any certificates
representing the Deferred Commission Shares shall contain a legend to such effect. Cantor acknowledges that the Deferred Commission
Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Act. Cantor understands and agrees that the
Deferred Commission Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, Cantor may
not be able to readily resell the Deferred Commission Shares and may be required to bear the financial risk of an investment in
the Deferred Commission Shares for an indefinite period of time. Cantor understands that it has been advised to consult legal counsel
prior to making any offer, resale, pledge or transfer of any of the Deferred Commission Shares.


 


d.     
Cantor acknowledges that there have been no representations, warranties, covenants and agreements made to Cantor by the
Company, or any of their respective officers or directors, expressly (other than those representations, warranties, covenants and
agreements included in this Amendment) or by implication.  In making its decision to acquire the Deferred Commission Shares,
Cantor has relied solely upon independent investigation made by Cantor and the representations and warranties of the Company set
forth herein.


 


e.      
Cantor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Company.


 


f.       
As of the date hereof, Cantor beneficially owns and holds for its own account 200,000 shares of Common Stock (the “Specified
Shares”). Cantor acknowledges that any shares of Common Stock acquired after the date hereof shall not be considered
Specified Shares for purposes of this Amendment or the Underwriting Agreement.


 






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		IV.	Miscellaneous



 


Except as expressly
provided in this Amendment, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and
effect, on the terms and subject to the conditions set forth therein.  This Amendment does not constitute, directly or by
implication, an amendment, modification or waiver of any provision of the Underwriting Agreement, or any other right, remedy, power
or privilege of any party to the Underwriting Agreement, except as expressly set forth herein.  Any reference to the Underwriting
Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or issued in connection
therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by this Amendment (or as the Underwriting Agreement
may be further amended or modified after the date hereof in accordance with the terms thereof).  The Underwriting Agreement,
as amended and modified by this Amendment, together with the other agreements and documents delivered pursuant to or in connection
with the Underwriting Agreement, constitutes the entire agreement between the parties with respect to the subject matter of the
Underwriting Agreement, as amended by this Amendment, and supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to its subject matter.  The provisions of Section 10 of the Underwriting Agreement (other
than Section 10.4) are hereby incorporated herein by reference and apply to this Amendment as if all references to the “Agreement”
contained therein were instead references to this Amendment.  The terms of this Amendment shall be interpreted, enforced,
governed by and construed in a manner consistent with the provisions of the Underwriting Agreement.


 


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If the foregoing is
in accordance with your understanding of our agreement, kindly indicate your acceptance in the space provided for that purpose
below, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.


 


 





	 	Very truly yours,	 
	 	 	 
	 	MUDRICK CAPITAL ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Jason Mudrick	 
	 	 	Name:  Jason Mudrick	 
	 	 	Title:  Chief Executive Officer	 







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    
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The foregoing Amendment

is hereby confirmed and accepted as

of the date first above written.


 


CANTOR FITZGERALD & CO., as

Representative of the several Underwriters



 


 





	By:	/s/ Shawn P. Matthews	 
	 	Name:  Shawn P. Matthews	 
	 	Title:  CEO	 




 


 


 


 


 


 


 


 


 


 


 


 


 


 






    
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