Exhibit 10.1


 


[●], 2021


 


Welsbach Technology Metals Acquisition Corp.


160 S Craig Place


Lombard, Illinois 60148


 


Chardan Capital Markets, LLC


17 State Street, Suite 1600


New York, New York 10004


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Welsbach Technology Metals
Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”)
of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public
offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock
of the Company, $0.0001 par value (“Common Stock”) and one right to receive one-tenth (1/10th) of one share of Common Stock
(“Right”). Certain capitalized terms used herein are defined in Paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon each of the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits
approval of its stockholders of a Business Combination, each of the undersigned will vote all shares of Common Stock beneficially owned
by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. (a) Unless the Company’s
stockholders are previously given the option to redeem their shares in connection with amending applicable documents to extend the time
that the Company has to complete a Business Combination and the Company fails to consummate a Business Combination within nine (9) months
from the closing of the Company’s IPO (or, in the event that the Company extended the period of time to consummate a Business Combination,
up to fifteen (15) months from the closing of the Company’s IPO, as specified in the Company’s Amended and Restated Certificate
of Incorporation), each of the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed
to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






     


     


    

 


(b) Each of the undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net
assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the
Private Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Each of
the undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 


3. In the event of the liquidation
of the Trust Fund, each of the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims,
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, or any claim whatsoever) which the Company may become subject
as a result of any claim by any target business or vendor or other person who is owed money by the Company for services rendered or products
sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce
the amount of funds in the Trust Fund; provided that such indemnity shall not apply if such target business, vendor or other person has
executed an agreement waiving any claims against the Trust Fund.


 


4. In the event that the Company
does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
each of the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek recourse for such expenses.


 


5. Each of the undersigned
will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will enter into
with the undersigned and an escrow agent acceptable to the Company.


 


6. Each of the undersigned
agrees that, until the Company consummates a Business Combination, such undersigned’s Private Units will be subject to the transfer
restrictions described in the Subscription Agreement relating to such undersigned’s Private Units.


 


7. In order to minimize potential
conflicts of interest which may arise from multiple affiliations, each of the undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations
such undersigned might have.


 


8. Each of the undersigned
acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insider
of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or has received
financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved by a
majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 






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9. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any
compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business Combination;
provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company in cash upon consummation
of the Business Combination. Notwithstanding the foregoing, each of the undersigned and their affiliates shall be entitled to reimbursement
from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination.


 


10. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event such undersigned, any member of the family of such undersigned or any affiliate of such undersigned
originates a Business Combination.


 


11. Each of the undersigned
agrees to be a director/officer of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation
of the Company. Each of the undersigned’s biographical information previously furnished to the Company and the Representative is
true and accurate in all material respects, does not omit any material information with respect to such undersigned’s biography
and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933. Each of the undersigned’s FINRA Questionnaire and Director and Officer Questionnaire previously furnished to the Company
and the Representative is true and accurate in all material respects. Each of the undersigned represents and warrants that:


 


		(a)	He, she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been
filed by or against (i) him, her or it, or any partnership in which he or she was a general partner at or within two (2) years before
the time of filing; or (ii) any corporation or business association of which he or she was an executive officer at or within two (2) years
before the time of such filing;



 


		(b)	He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for
his, her or its business or property, or any such partnership;



 


		(c)	He, she or it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	He, she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal
proceeding (excluding traffic violations and minor offenses);



 


		(e)	He, she or it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it
from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in
any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state
securities or federal commodities laws;



 






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		(f)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days his, her
or its right to engage in any activity described in Paragraph 11(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the U.S.
Securities and Exchange Commission (the “SEC”) to have violated any federal or state securities law, where the judgment in
such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC
to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently
reversed, suspended or vacated;



 


		(i)	He, she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or
administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of
(i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity;



 


		(j)	He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed,
suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member;



 


		(k)	He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 






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		(l)	He, she or it was never subject to a final order of a state or foreign securities commission (or an agency
of officer of a state performing like functions); a state or foreign authority that supervises or examines banks, savings associations,
or credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate
federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation
that prohibits fraudulent, manipulative, or deceptive conduct;



 


		(m)	He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction,
that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct
or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or
any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	He, she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar
functions that orders him, her or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud
provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder;
or (ii) Section 5 of the Securities Act;



 


		(o)	He, she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration
statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending
the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension
order should be issued;



 


		(p)	He, she or it has never been subject to a United States Postal Service false representation order, or
is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal
Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;



 


		(q)	He, she or it is not subject to a final order of a state securities commission (or an agency of officer
of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a
state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the
CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission,
authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;



 






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		(r)	He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the
Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the
“Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities
dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny
stock; and



 


		(s)	He, she or it has never been suspended or expelled from membership in, or suspended or barred from association
with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national
or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles
of trade.



 


12. Each of the undersigned
has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement and to
serve as a director and/or officer of the Company and consents to being named in the registration statement on Form S-1 and prospectus
filed by the Company with the SEC, road show and any other materials as an officer and/or director of the Company, as applicable.


 


13. Each of the undersigned
hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the
undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees
that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve a Business
Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation,
or a tender offer by the Company prior to a Business Combination.


 


14. Each of the undersigned
hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation
with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the
Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund.


 


15. 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.


 






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16. As used herein, (i) a
“Business Combination” shall mean a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses or entities; (ii) “Insiders” shall mean all officers, directors and stockholders
of the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company
acquired by an Insider prior to the IPO and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall
mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that
may be purchased in a private placement in connection with the exercise of the over-allotment option by the underwriters in the IPO as
described in the Registration Statement; (vi) “Registration Statement” means the registration statement on Form S-1 filed
by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds
of the Company’s IPO will be deposited.


 


17. 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.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, Suite 1600


New York, New York 10004


Attn: George Kaufman


Email: gkaufman@chardancm.com


 


with a copy (which copy shall not constitute notice)
to:


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022


Attn: Lou Taubman, Esq.


Email: ltaubman@htflawyers.com


Attn: Guillaume de Sampigny, Esq.


Email: gbarudin@chardan.com


 


If to the Company:


 


Welsbach Technology Metals Acquisition
Corp.


160 S Craig Place


Lombard, Illinois 60148


Attn: Daniel Mamadou, Chief Executive
Officer


Attn: Christopher Clower, Chief Operating
Officer


Email: daniel@welsbach.sg


Email: chris@welsbach.sg


 


with a copy (which copy shall not constitute notice)
to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th
Floor


New York, New York, 10105


Attn: Stuart Neuhauser, Esq.


Attn: Jonathan Deblinger, Esq.


Email: sneuhauser@egsllp.com


Email: jdeblinger@egsllp.com


 


18. 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
party. 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 parties hereto and any successors and assigns
thereof.


 


19. Each of the undersigned
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth
herein in proceeding with the IPO.


 





[Signature Page Follows]


 




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		Welsbach Technology Metals Acquisition Corp.
	 	 	 
		By:	 
		Name:	Daniel Mamadou
		Title:	Chief Executive Officer 



 





		Welsbach Acquisition Holdings LLC
	 	 	 
		By:	 
		Name:	
		Title:	Authorized
Representative 





 








	 	 	 
		Name:	Daniel Mamadou


 





	 	 	 
		Name:	Christopher Clower


 





	 	 	 
		Name:	Sergey Marchenko


 





	 	 	 
		Name:	John Stanfield


 





	 	 	 
		Name:	Emily King


 





	 	 	 
		Name:	Ralph Welpe


 





	 	 	 
		Name:	Matthew T. Mrozinski


 


[Signature Page to Letter Agreement]