Exhibit 10.1 


  


Execution Version


 


June
25, 2020


 


Fusion
Acquisition Corp.


 


375
Park Avenue, Suite 2607

New York, NY 10152


 


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 Fusion Acquisition Corp., a Delaware corporation
(the “Company”), and Cantor Fitzgerald & Co., 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 35,075,000 of the Company’s units (including up to 4,575,000 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 Fusion Sponsor
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 agrees with the Company as follows:


 


	 	1.	The
    Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in
    connection with such proposed Business Combination, it, he or she shall (i) vote any shares of 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 agrees 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 and each Insider hereby agrees 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 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 agrees 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 and up to $100,000 of interest to pay dissolution expenses), divided
    by the number of then outstanding Offering Shares.


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, 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) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account
    as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account
    due to reductions in the value of the trust assets, less 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 4,575,000 Units
    within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit,
    at no cost, a number of Founder Shares in the aggregate equal to 1,143,750 multiplied by a fraction, (i) the numerator of
    which is 4,575,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
    and (ii) the denominator of which is 4,575,000. 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 Class A Common Stock after the Public Offering (not including shares of Class A Common Stock
    underlying the Warrants or Private Placement Warrants (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 Capital
    Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public
    Offering, then (A) the references to 4,575,000 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 Public Shares included in the Units issued in the Public
    Offering and (B) the reference to 1,143,750 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 Class A Common Stock after the Public
    Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).


 


	 	6.	The
    Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
    in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 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 agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A Common
    Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial
    Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Common Stock
    equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
    the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
    initial Business Combination or (y) the date on which the Company completes a 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 agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share 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 (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement 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 members 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) in the event of the Company’s liquidation prior to
the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited
liability company agreement upon dissolution of the Sponsor; 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).


 


	 	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. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects.
    The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action
    for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
    to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime
    (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
    to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 






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	 	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), other than the following, none of which will be made from the proceeds held in the Trust Account
    prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $200,000
    made to the Company by the Sponsor; 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; subject to the approval by the Company's board of directors,
    payment of up to $15,000 per month to members of our management team in connection with services rendered to the Company;
    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 warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would
    be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


	 	10.	The
    Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
    limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
    Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
    to being named in the Prospectus as an officer and/or director of the Company.


 


	 	11.	As
    used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
    stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “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 8,768,750 shares of Class
    B common stock issued and outstanding (up to 1,143,750 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 8,100,000 Warrants that the Sponsor has agreed to purchase for an aggregate purchase price of $8,100,000, or $1.00 per
    Warrant, in a private placement 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); and (ix) “Warrants” shall mean the Private Placement Warrants and
    public warrants.


 






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	 	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.


 


	 	18.	This
    Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without
    giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
    The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
    this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
    submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such
    exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


	 	19.	Any
    notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
    in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
    by hand delivery or facsimile transmission.


 


	 	20.	This
    Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
    Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
    consummated by December 31, 2020; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


  


[Signature
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	 	Sincerely,
	 	 
	 	FUSION
    SPONSOR LLC
	 	 	 
	 	By:	/s/
    John James
	 	 	Name:
    John James
	 	 	Title:
    Managing Member
	 	 	 
	 	/s/
    John James
	 	John
    James
	 	 
	 	/s/
    Jeffrey Gary
	 	Jeffrey
    Gary


  


	 	/s/
    James Ross
	 	James
    Ross
	 	 
	 	/s/
    Kelly Driscoll
	 	Kelly
    Driscoll


 


	 	/s/
    Ben Buettell
	 	Ben
    Buettell


 


	Acknowledged
    and Agreed:	 
	 	 
	FUSION
    ACQUISITION CORP.	 
	 	 	 
	By:	/s/
    John James	 
	 	Name:
    John James	 
	 	Title:
    Chief Executive Officer