Exhibit 10.1


 


April 8, 2021


 


Global SPAC Partners Co.


2093 Philadelphia Pike #1968


Claymont, DE 19703


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”)
to be entered into by and among Global SPAC Partners Co., a Cayman Islands exempted company (the “Company”),
and I-Bankers 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 18,400,000 of the Company’s units (including
up to 2,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of (i) one subunit (consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary
Shares”) and one-quarter of one warrant) (the “Subunits”) and (ii) one-half of one warrant. Each
whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall
be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-249465) and prospectus (the
“Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in
Section 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, Global SPAC Sponsors LLC (the “Sponsor”),
the Representative and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management
team, hereby agree with the Company as follows:


 


1. The Sponsor and each Insider
agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not
redeem any Subunits owned by it, him or her in connection with such shareholder approval, (B) if the Company engages in a tender offer
in connection with any proposed Business Combination, it, he or she shall not sell any Subunits to the Company in connection therewith
and (C) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination,
it, he or she shall not redeem any Subunits owned by it, him or her in connection with such shareholder approval.


 


2. (a) The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within the time period set forth in 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 Subunits sold as part of the Units in the Public Offering (the “Offering Subunits”),
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 any taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Offering Subunits, which redemption will completely extinguish
all Public Shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii)
above to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of
the Company’s obligation to redeem 100% of the Offering Subunits if the Company does not complete a Business Combination within
the time period described in the Prospectus or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business
Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Offering Subunits upon
approval of any such amendment at a per-subunit 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 any
taxes, divided by the number of then outstanding Offering Subunits.


 






     


     


    

 


(b) Each Insider who is a member of the
Company’s board of directors hereby agrees that in the event of such Insider’s resignation or removal from the Company’s
board of directors prior to the Company’s consummation of the initial Business Combination, the Insider shall Transfer any Founder
Shares that they hold to the Sponsor, as directed by the Company. The Sponsor that would otherwise receive such Founder Shares has the
sole and absolute discretion to waive this requirement.





 


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 any claim such Sponsor or Insider 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 except in
each case with respect to the Sponsor’s or the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund
for any Offering Subunits such Sponsor or Insider may hold.


 


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,
and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, Subunits, Ordinary Shares, Founder
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares 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, Subunits, Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary
Shares 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 Section
3, 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 Section 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.


 


4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) 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, or any claim whatsoever) 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) a prospective target business with which
the Company has entered into a letter of intent, confidentiality or other similar agreement or a Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third
party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below
(i) $10.10 per subunit of the Offering Subunits or (ii) such lesser amount per subunit of the Offering Subunits held in the
Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case,
net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims
by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to
any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company.


 






    2


     


    

  


5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 2,400,000 Units within 45 days from the date
of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to surrender, at no cost, a number of Founder Shares
in the aggregate equal to 600,000 multiplied by a fraction, (i) the numerator of which is 2,400,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,400,000.


 


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 Sections 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.


 


7. (a) Subject to Section
7(c), the Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for sub-division,
stock capitalization, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following
the consummation of the Company’s initial Business Combination or (y) or earlier, in any case, if, following the initial Business
Combination, the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in
all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the
“Founder Shares Lock-up Period”). For the avoidance of doubt, the satisfaction of any of the conditions
of clauses (x), (y) and (z) shall permit the termination of the transfer prohibition with respect to all Founder Shares included within
that pricing level or any lower pricing level.


 


(b) Subject to Section 7(c),
the Sponsor, the Representative and each Insider agrees that it, he or she shall not Transfer any Placement Units, Placement Subunits,
Placement Shares, Placement Warrants (or Ordinary Shares issued or issuable upon the conversion or exercise of Placement Warrants), until
30 days after the completion of a Business Combination (the “Placement Unit Lock-up Period”).


 


(c) Notwithstanding the
provisions set forth in Sections 7(a) and (b), Transfers of the Founder Shares, Placement Units, Placement Subunits, Placement Shares,
Placement Warrants and Ordinary Shares issued or issuable upon the exercise or conversion of Placement Warrants or the Founder Shares
and that are held by the Sponsor, the Representative, any Insider or any of their permitted transferees (that have complied with this
Section 7(c)), are permitted (1) (a) to the Company’s or the Representative’s officers and directors, the Initial Holders,
and other Insiders, (b) to an affiliate or immediate family member of any of the Company’s or the Representative’s officers,
directors, Initial Holders and other Insiders, (c) to any member, partner, officer or director of the Sponsor or the Representative,
or any immediate family member, partner, affiliate or employee of a member of the Sponsor or the Representative, (d) by gift to any
permitted transferee under any of the immediately preceding subsections (a) through (c), a trust, the beneficiaries of which are
one or more permitted transferees under any of the immediately preceding subsections (a) through (c), or a charitable organization,
(e) by virtue of laws of descent and distribution upon death of any of the Company’s or the Representative’s officers,
directors, Initial Holders or members of the Sponsor or the Representative, (f) pursuant to a qualified domestic relations order,
(g) in the event of the Company’s liquidation prior to consummation of the initial Business Combination, (h) by virtue
of the laws of the Cayman Islands or the Sponsor’s or the Representative’s organizational documents upon dissolution of the
Sponsor or the Representative, (i) subsequent to the initial Business Combination, upon and in connection with a liquidation, merger,
share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their
Ordinary Shares for cash, securities or other property, (j) subsequent to the initial Business Combination, in the event of a consolidation
merger, share exchange or similar transaction in which the Company is the surviving entity that results in a change in the majority of
its board of directors or management team and (k) through private sales or transfers made in connection with any forward purchase
agreement or similar arrangement or in connection with the consummation of the initial Business Combination at prices no greater than
the price at which the securities were originally purchased; provided, however, that in the case of clauses (a) through (f), (h) and
(k) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions, and (2)
in connection with an initial Business Combination with the consent of the Company to any third party that agrees in writing to be bound
by the provisions of this Letter Agreement applicable to Insiders (other than paragraph 1). For the avoidance of doubt, for the purposes
of this Letter Agreement, a managed account managed by the same investment manager of any member of the Sponsor shall be deemed an affiliate
of such member.


 






    3


     


    

 


(d) The Representative acknowledges that
the Representative’s Shares, the Placement Units (including their component parts) held by the Representative and the related registration
rights have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore
subject to a lock-up period of 180 days immediately following the date of the effectiveness of the registration statement of which
the Prospectus forms a part pursuant to Rule 5110(g)(1) of the FINRA Manual (the “Representative’s Securities Lock-up
Period” and, together with the Founder Shares Lock-up Period and the Placement Units Lock-up Period, the “Lock-up
Periods”). Pursuant to FINRA Rule 5110(g)(1), the Representative agrees that Representative’s Shares and the
Placement Units (including their component parts) held by the Representative will not be sold during the offering, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the economic disposition of the securities by any person during the Representative’s Securities Lock-up Period or commencement
of sales of the public offering, except to any Underwriter and selected dealer participating in the offering and their bona fide officers
or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time
period.


 


(e) Subject to the limitations
described herein, each Insider shall retain all of such Insider’s rights as a security holder during, as applicable, the Lock-Up
Periods including, without limitation, the right to vote, as the case may be, the Founder Shares and/or Placement Shares.


 


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 or he 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 or he is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in
the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the
Company, shall receive from the Company any finder’s fee, reimbursement or cash payments 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 amounts described in the Prospectus under the heading “Summary – The Offering – Limited
Payments to Insiders.”


 


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.


 






    4


     


    

 


11. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively,
the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 4,600,000 Class B
ordinary shares of the Company, par value $0.0001 per share, initially issued to the Sponsor (up to 600,000 Shares of which are subject
to complete or partial surrender by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase
price of $25,000, or approximately $0.0054 per share, prior to the consummation of the Public Offering; (iv) “Initial
Holders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Insiders”
shall mean the Sponsor and its members, any holders of Founder Shares or Representative’s Shares, any person who receives Placement
Units, Founder Shares, Representative’s Shares or their respective underlying securities as a Permitted Transferee and each officer
and director of the Company; (vi) “Placement Shares” shall mean the Ordinary Shares sold as part of the Placement
Units; (vii) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 506,250 Ordinary
Shares (or Warrants to purchase up to an aggregate of 560,250 Ordinary Shares if the underwriters’ over-allotment option is exercised
in full) that are included in the Placement Units and the Placement Subunits; (viii) “Placement Units” shall
mean the aggregate of 675,000 Units (or 747,000 Units if the underwriters’ over-allotment option is exercised in full) of the Company
(each Placement Unit consists of one-half of a Placement Warrant and one Subunit, consisting of one Placement Share and one-quarter of
one Placement Warrant (the “Placement Subunits”)) sold in the Private Placement to the Sponsor and the Representative
for an aggregate purchase price of $6,750,000 (or $7,470,000 if the underwriters’ over-allotment option is exercised in full); (ix)
“Private Placement” shall mean that certain private placement transaction occurring simultaneously with the
closing of the Public Offering pursuant to which the Company has agreed to sell up to an aggregate of 747,000 Placement Units to the Sponsor
and the Representative; (x) “Public Shareholders” shall mean the holders of securities issued in the Public
Offering; (xi) “Representative’s Shares” shall mean the 100,000 Class B ordinary shares of the Company,
par value $0.0001 per share, issued to the Representative simultaneously with the closing of the Public Offering; (xii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (xiii) “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 Securities Exchange
Act of 1934, as amended, 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); and (xiv) “Charter” shall
mean the Company’s memorandum and articles of association, as the same may be amended from time to time.


  


12. 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.


 


13. 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 Section 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.


 


14. 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.


 


15. 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.


 






    5


     


    

 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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 June 30, 2021; provided further that Section 4 of this Letter Agreement shall survive such liquidation.


  


[Signature Page Follows]


 




    6


     


    

  


	 	Sincerely,
	 	 
	 	GLOBAL SPAC PARTNERS CO.
	 	 
	 	By:	/s/
Bryant B. Edwards
	 	Name: 	Bryant
B. Edwards
	 	Title:	Chief
Executive Officer
	 	 
	 	GLOBAL SPAC SPONSORS LLC
	 	 
	 	By:	/s/ Bryant
B. Edwards
	 	Name:	Bryant
B. Edwards
	 	Title:	Sole
Manager
	 	 	 
	 	I-BANKERS SECURITIES, INC.
	 	 
	 	By:	/s/
Shelley Leonard
	 	Name:	Shelley
Leonard
	 	Title:	President
	 	 
	 	 /s/ Jayesh Chandan
	 	Name:	Jayesh Chandan
	 	 	
	 	/s/
Bryant B. Edwards
	 	Name: 	Bryant
B. Edwards
	 	 	 
	 	/s/
Stephen N. Cannon
	 	Name: 	Stephen
N. Cannon
	 	 	 
	 	/s/
Long Long
	 	Name: 	Long Long
	 	 	 
	 	/s/
Amir Kazmi
	 	Name: 	Amir
Kazmi
	 	 	 
	 	/s/
Marwan Abedin
	 	Name:	Marwan
Abedin





 


[Signature Page to Letter Agreement]