Exhibit 10.1


 


April 8, 2021


 


Aldel Financial Inc.


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 Aldel Financial Inc., a Delaware corporation (the “Company”), and ThinkEquity,
a division of Fordham Financial Management, 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 11,500,000 of the
Company’s units (including up to 1,500,000 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 Aldel Investors LLC (the “Sponsor”), FG SPAC
Partners LP, an affiliate of certain of our directors, and the undersigned individuals, each of whom is a member of, or special
advisor to, 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, FG SPAC Partners LP 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, FG SPAC
Partners LP, 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.



 


		2.	The Sponsor, FG SPAC Partners LP, and each Insider hereby agree that in the event that the
                                                                                Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering, 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, FG SPAC
                                                                                Partners LP, 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, FG SPAC Partners LP, 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.







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The Sponsor, FG SPAC Partners LP, 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, FG SPAC Partners LP, 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, FG SPAC Partners LP, 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) $10.10 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 $10.10 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 1,500,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), each of the Sponsor and FG SPAC Partners LP agrees to forfeit, on a pro-rata basis and at no cost,
a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 1,500,000. 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 Underwriter Units (as defined below)). The Sponsor and FG SPAC Partners LP further agree 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 Underwriter Units). In connection with such increase or decrease in the size of the
Public Offering, then (A) the references to 1,500,000 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 375,000 in the formula set forth in the first sentence of this paragraph
shall be adjusted to such number of Founder Shares that each of the Sponsor and FG SPAC Partners LP would have to surrender, on
a pro-rata basis, 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 Underwriter Units).



 


		6.	The Sponsor, FG SPAC Partners LP, 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, FG SPAC Partners LP, 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, FG SPAC Partners LP, 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, FG SPAC Partners LP, 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, FG SPAC Partners LP, 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, any affiliate of FG SPAC Partners LP or to any partner of FG SPAC Partners
LP 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, or FG
SPAC Partners LP’s limited partnership agreement upon dissolution of FG SPAC Partners LP; (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, FG SPAC Partners LP, 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, FG SPAC Partners LP, and
each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor, FG SPAC Partners
LP, 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,
FG SPAC Partners LP nor any officer, nor any affiliate of the Sponsor, FG SPAC Partners LP, 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), 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 $225,000 and $25,000 made to the Company
by the Sponsor and FG SPAC Solutions LLC, respectively; payments to the Sponsor for certain office space, secretarial and administrative
services as may be reasonably required by the Company of $10,000 per month; 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 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. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per
unit at the option of the lender. Such units would be identical to the Private Units (as defined below), including as to exercise
price, exercisability and exercise period.



 


		10.	The Sponsor, FG SPAC Partners LP, 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 2,875,000 shares of Class B common stock issued and outstanding (up to 375,000 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, FG SPAC Partners LP and any Insider that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the 1,550,000 Warrants, consisting of (a) 1,300,000
warrants to be purchased by our sponsor and FG SPAC Partners LP (and/or their designees) at $0.10 per warrant (the “OTM
Warrants”) and (c) 250,000 (or 257,500 if the over-allotment option is exercised in full) warrants (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 $5,000,000 (or $5,150,000 if the 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) “Underwriter Units” shall mean the units issued to
the Underwriters 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, FG SPAC Partners LP, 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 June 30, 2021; provided further that paragraph
4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page
Follows]




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	 	Sincerely,
	 	 
	 	ALDEL INVESTORS LLC
	 	 
	 	By:	/s/ Robert I. Kauffman
	 	 	Name: Robert I. Kauffman
		 	Title:   Manager


 


	 	FG SPAC PARTNERS LP
	 	 
	 	By:	/s/ Larry G. Swets, Jr.
	 	 	Name: Larry G. Swets, Jr.
		 	Title:   CEO
of Manager



 


	 	/s/ Robert
I. Kauffman
	 	Robert
I. Kauffman
	 	 
	 	/s/ D. Kyle Cerminara
	 	D. Kyle Cerminara
	 	 
	 	/s/ Martin S. Friedman
	 	Martin S. Friedman
	 	 
	 	/s/ Mark H. Love
	 	Mark H. Love
	 	 
	 	/s/ Charles E. Nearburg
	 	Charles E. Nearburg
	 	 
	 	/s/ Hassan Baqar
	 	Hassan Baqar
	 	 
	 	/s/ Larry G. Swets, Jr.
	 	Larry G. Swets, Jr.


 


	Acknowledged and Agreed:	 
	 	 
	ALDEL FINANCIAL INC.	 
	 	 
	By:	/s/ Robert I. Kauffman	 
	 	Name: Robert I. Kauffman
Title:   Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]