EXHIBIT 10.1


 


 


 


November 22, 2021


 


Mana Capital Acquisition Corp.


8 The Green


Suite #12490


Dover, DE 19901


 


 


	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 Mana Capital Acquisition Corp., a Delaware corporation (the
“Company”), and Ladenburg Thalmann & Co., Inc., 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 7,130,000 of the Company’s
units (including up to 930,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) 
(the “Units”), each comprised of (i) one share of the
Company’s common stock, par value $0.00001 per share (the “Common Stock”), (ii) one half of one redeemable
warrant, (iii) one right to receive one-seventh of one share of Common Stock upon the consummation of an initial Business Combination
(the “Rights”). Each whole warrant (each, a “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. 333-260360) 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 Nasdaq Global Market. 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 Mana Capital LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or the Company’s management
team (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 and each Insider
agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender
offer. The Sponsor and each Insider agrees further that if the Company seeks stockholder approval of any proposed amendment to the Charter
(as defined below) prior to the consummation of a Business Combination, including, without limitation, any vote to approve an 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
a Business Combination or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares (as defined below) if the Company
does not complete 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, it, he or she shall not redeem any shares of Capital Stock owned by it, him or her
in connection with such shareholder approval.


 


 




    	1 



    	 



    

 


2.        The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within nine (9) months
from the closing of the Public Offering (up to 21 months from the closing of the Public Offering if the Company extends the period of
time to consummate a Business Combination, as described in more detail in the Prospectus), or such later period as may be approved by
the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Charter”),
the Sponsor 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 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 all Public Stockholders’ rights as stockholders (including the right to receive further liquidation 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 each case to the
Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor
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 a Business Combination or (ii) (A) the Company’s obligation to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or (B) any other
provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public
Stockholders 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
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 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, 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 any
amendment to the Charter prior to the consummation of a Business Combination. Additionally, the Sponsor and each Insider agrees not to
sell any shares to us in a tender offer made by the Company in connection with a Business Combination. Notwithstanding the foregoing,
however, the Sponsor, 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.        Intentionally
Omitted.


 


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.


 




    	2 



    	 



    

 


5.        Intentionally
omitted.


 


6.        The
Sponsor 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 or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 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 and each
Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier of (A) six months after the
consummation of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) the date on which
the closing price of the Company’s shares of common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, 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”).


 


(b) The Sponsor 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 a 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 (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 and that are held by the Sponsor, any Insider or
any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or
directors, any affiliate or family member of any of the Company’s officers or directors, any of the Sponsor’s members, officers,
directors, consultants or affiliates of the Sponsor or any of their affiliates or any other pecuniary interest holders in the Sponsor
at the time of the Offering or family members of the foregoing; (b) to a holder’s stockholders or members upon the holder’s
liquidation, in each case if the holder is an entity, (c) 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; (d) in the case of an individual, by virtue of laws of descent and distribution upon death
of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) to the Company for no value
for cancellation in connection with the consummation of a Business Combination; (g) 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;
(h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (i) by virtue of
the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or
(j) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s completion
of a liquidation, merger, 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; provided, however, that, unless
the Company otherwise consents in writing, in the case of clauses (a) through (e) and (g), these permitted transferees must agree in writing
to be bound by the transfer restrictions herein, the other restrictions contained in this Agreement (including provisions relating to
voting, the Trust Account and liquidating distributions), and any other applicable agreement by which the transferor is bound.


 


8.        The
Sponsor 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.


  




    	3 



    	 



    

 


9.        Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, director, advisor or any affiliate of the Sponsor, officer, director
or advisor 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 a loan and advances up to an aggregate of $200,000 made to the Company by the Sponsor; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating, negotiating and completing an initial Business Combination, and repayment of loans, if
any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any
of the Company’s officers or directors to (i) extend the time period within which the Company must consummate its initial Business
Combination or (ii) finance transaction costs in connection with an intended initial Business Combination; provided, that, if the Company
does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. The initial loan of up
to $200,000 to the Company by the Sponsor, loans of up to $2,852,000 in consideration of the binding commitment(s) of the Sponsor or its
designees and affiliates in the event that the Company extends the time period within which it must consummate its initial Business Combination,
and up to $2,400,000 of such additional loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.
Such extension warrants and working capital warrants would be identical to the Private Placement Warrants, including as to exercise price,
exercisability and exercise period.


 


10.        The
Sponsor 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 the 1,500,000 shares of the Company’s shares of common stock, par value $0.00001 per share, initially issued to the Sponsor
for an aggregate purchase price of $25,000, or $0.0161 per share, prior to the consummation of the Public Offering; (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the 2,500,000 Warrants that the Sponsor has agreed to purchase for an aggregate purchase price of $2,500,000, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (viii) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “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).


 


12.        The
Company will 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.


 




    	4 



    	 



    

 


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 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 December
5, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 


 




    	5 



    	 



    

 


 


	 	
    Sincerely,

     

     

	 	MANA CAPITAL LLC
	 	 	 
	 	 	 
	 	By:	 /s/ Tong Mao
	 	Name:	Tong Mao
	 	Title:	Authorized Person
	 	 	 
	 	 	 
	 	INSIDERS:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 /s/ Allan Liu
	 	Name:	Allan Liu 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 /s/ Loren Mortman
	 	Name:	Loren Mortman
	 	 	 








  


	Acknowledged and Agreed:	 
	 	 
	MANA CAPITAL ACQUISITION CORP.	 
	 	 	 
	 	 	 
	By:	/s/ Jonathan Intrater 	 
	Name:	Jonathan Intrater	 
	Title:	Chief Executive Officer  	 




 


[Signature Page to Letter Agreement]


 




 


6