Exhibit 10.1


 


[●], 2021


 


FG New America Acquisition II Corp.


105 S. Maple Street

Itasca, Illinois 60143


 


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 between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and
BofA Securities, 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 up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001
per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a
 “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per
share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant
to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S.
Securities and Exchange Commission (the “Commission”) and the Units have been approved for listing on the New
York Stock Exchange. 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 FG New America Investors II LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the
undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agree
with the Company as follows:


 


	 	1.	The Sponsor and each Insider agree 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 Common Stock (as defined below) 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
    seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agree that it, he
    or she will not sell or tender any shares of Common Stock owned by it, him or her in connection therewith.


 






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	 	2.	The Sponsor and each Insider hereby agree that in the event that the
    Company fails to consummate a Business Combination within 15 months from the closing of the Public Offering, or 18 months from the
    closing of the Public Offering if the Company has entered into a letter of intent with a target business for a business combination
    within 15 months from the closing of the Public Offering and such business combination has not yet been consummated within such 15-month
    period, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated
    certificate of incorporation (as it may be amended from time to time, 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 ten business days thereafter, redeem 100% of the shares of Class A 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 (which interest shall be net of taxes payable, and 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 liquidating distributions, if any), 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, liquidate and dissolve, 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 agree to not propose any amendment
    to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company
    does not complete a Business Combination within the required time period set forth in the Charter or with respect to any other material
    provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides its Public
    Stockholders with the opportunity to redeem their Offering Shares 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 (which interest shall be net of taxes payable), divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider acknowledge
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, any redemption rights
it, he or she may have in connection with (A) 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 (B) a stockholder vote to approve an amendment
to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company
has not consummated a Business Combination within the time period set forth in the Charter or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although 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.	During the period commencing on the effective date of the Underwriting
    Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative,
    (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or
    agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
    position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
    and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock (including,
    but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of
    Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
    any of the economic consequences of ownership of any Units, shares of Common Stock (including, but not limited to, Founder Shares),
    Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her,
    whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any
    intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees
    that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below,
    the Company shall announce the impending release or waiver by press release through a major news service at least two business days
    before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after
    the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected
    solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
    in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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	 	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 (x) shall 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) $10.20 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 $10.20 per Offering Share is then held in the Trust Account due to reductions in the value of
    the trust assets, less taxes payable, (y) shall 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) shall 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.


 


	 	5.	To the extent that the Underwriters do not exercise their over-allotment
option to purchase up to an additional 3,375,000 Units within 45 days from the date of the Prospectus (and as further described in the
Prospectus), the Sponsor agrees to forfeit, on a pro-rata basis and at no cost, a number of Founder Shares in the aggregate equal to 843,750
multiplied by a fraction, (i) the numerator of which is 3,375,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 3,375,000. The forfeiture will be adjusted to the extent that the
over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of
the Company’s issued and outstanding shares of Common Stock (not including shares of Class A Common Stock underlying the Warrants,
Private Placement Warrants, Private Units (as defined below) or Manager Units (as defined below)). The Sponsor further agrees that to
the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase
or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the
ownership of the initial shareholders prior to the Public Offering at 20.0% of its issued and outstanding shares of Common Stock upon
the consummation of the Public Offering (not including shares of Class A Common Stock underlying the Warrants, Private Placement Warrants,
Private Units or Manager Units). In connection with such increase or decrease in the size of the Public Offering, then (A) the references
to 3,375,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal
to 15% of the number of shares of Class A Common Stock included in the Units issued in the Public Offering and (B) the reference to 843,750
in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would
have to surrender to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and
outstanding shares of Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants, Private
Placement Warrants, Private Units or Manager Units).


  


	 	6.	The Sponsor and each Insider hereby agree and acknowledge that: (i)
    the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or an Insider of its, his or
    her obligations under paragraphs 1, 2, 3, 4, 5, 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.


 






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	 	7.	(a) The Sponsor and each Insider agree that it, he or she shall not
    Transfer any Founder Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until, (i) with respect to 50%
    of the Founder Shares, the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B)
    the date on which the closing price of the Class A 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 and (ii) with respect to the remaining 50% of the Founder Shares, one year after
    the date of the consummation of the initial Business Combination, or earlier, in each case, if, subsequent to the initial Business
    Combination, the Company consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction
    that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash,
    securities or other property (the “Founder Shares Lock-up Period”).


  


(b) The Sponsor and each Insider agree
that it, he or she shall not Transfer (i) any Private Units (or any securities underlying the Private Units, including the shares of
Class A Common Stock and Private Warrants (as defined below) included in the Private Units and the shares of Class A Common Stock issued
or issuable upon exercise of the Private Warrants) or (ii) any Private Placement Warrants (or any shares of Class A Common Stock issued
or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination (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, Private Units, component securities of
Private Units and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants,
the Private Warrants, or the Founder Shares 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 affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates;
(b) 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; (c) in the
case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) by virtue of the laws of the State of Delaware, the Sponsor’s limited liability
company agreement upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the completion of an
initial Business Combination; or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock
for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions
relating to voting, the Trust Account and liquidating distributions).


  



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	 	8.	The Sponsor and each Insider represent and warrant 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. The Sponsor and each Insider’s questionnaire furnished to the Company
    is true and accurate in all respects. The Sponsor and each Insider represent and warrant 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.


 


	 	9.	Except as disclosed in the Prospectus, neither the Sponsor nor any
officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any finder’s
fee, reimbursement, consulting fee, non-cash payments, 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).


 


	 	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.


 






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	 	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) “Common Stock” shall mean the
                                                     Class A Common Stock and Class B common stock, par value $0.0001 per share (“Class B Common Stock”); (iii)
                                                     “Founder Shares” shall mean the 6,468,750 shares of Class B common stock issued and outstanding (up to
                                                     843,750 Shares of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the
                                                     Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder
                                                     Shares; (v) “Private Placement Warrants” shall mean the 1,967,500 Warrants (or 2,030,000 Warrants if the
                                                     Underwriters’ over-allotment option is exercised in full), consisting of (a) 1,500,000 warrants to be purchased by our sponsor
                                                     (and/or its designees) at $0.10 per warrant (the “$15 Exercise Price Warrants”) and (b) 505,000 warrants,
                                                     or 567,500 warrants if the Underwriters’ over-allotment option is exercised in full (the “Private
                                                     Warrants”), to purchase shares of Class A Common Stock underlying the units (the “Private
                                                     Units”) that the Sponsor has agreed to purchase for an aggregate price of $10,100,000 (or $11,350,000 if the
                                                     Underwriters’ over-allotment option is exercised in full), to be sold in private placements that shall occur simultaneously
                                                     with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of
                                                     securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a
                                                     portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (viii)
                                                     “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); (ix)
                                                     “Manager Units” shall mean the units issued to the ThinkEquity LLC in a private placement to be completed
                                                     concurrently with the consummation of the Public Offering; and (x) “Warrants” shall mean the Private
                                                     Placement Warrants and public warrants.





 


	 	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.


  


	 	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.


 






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	 	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, electronic mail 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 by [_], 2021; provided further that paragraph 4 of this Letter Agreement
    shall survive such liquidation.


 


[Signature Page Follows]


 



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	 	Sincerely,
	 	 
	 	FG NEW AMERICA INVESTORS II LLC
	 	 	 
	 	By: 	 
	 	 	Name:	Larry G. Swets, Jr.
	 	 	Title:	Manager


 


 


	 	 
	 	Larry G. Swets, Jr.
	 	 
	 	 
	 	D. Kyle Cerminara
	 	 
	 	 
	 	Nicholas S. Rudd
	 	 
	 	 
	 	Robert C. Weeks
	 	 
	 	 
	 	Joseph H. Moglia
	 	 
	 	 
	 	Hassan Baqar
	 	 


 


	Acknowledged and Agreed:	 
	 	 
	FG NEW AMERICA ACQUISITION II CORP.	 
	 	 	 
	By:	 	 
	 	Name:	Larry G. Swets, Jr.	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]


 






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