May 18, 2022 Angel Pond Holdings Corporation
Exhibit 10.14
May 18, 2022
▇▇▇▇▇ ▇▇▇▇ Holdings Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
| Attention: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
| Chief Executive Officer |
Ladies and Gentlemen:
Reference is made to (1) the letter agreement, dated January 10, 2022 (the “Placement Agreement”), among ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇ Capital LLC (“▇▇▇▇▇ ▇▇▇▇ BD”), ▇▇▇▇▇ ▇▇▇▇ Holdings Corporation (collectively with its subsidiaries and affiliates, “▇▇▇▇▇ ▇▇▇▇”), and MariaDB Corporation Ab (collectively with its subsidiaries and affiliates, the “MariaDB”), pursuant to which ▇.▇. ▇▇▇▇▇▇ was engaged on a non-exclusive basis to act as a joint placement agent for ▇▇▇▇▇ ▇▇▇▇ and MariaDB in connection with certain private placements in connection with ▇▇▇▇▇ ▇▇▇▇’▇ proposed business combination with MariaDB (the “Business Combination”); and (2) the letter agreement, dated January 31, 2022 (the “Capital Markets Advisory Agreement”), between ▇.▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, pursuant to which ▇.▇. ▇▇▇▇▇▇ was engaged to act as ▇▇▇▇▇ ▇▇▇▇’▇ capital markets advisor in connection with the Business Combination. Reference is further made to the underwriting agreement, dated May 18, 2021 (the “Underwriting Agreement”), between ▇▇▇▇▇ ▇▇▇▇ Holdings Corporation, on the one hand, and ▇.▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C., as representatives of the underwriters referenced in Schedule I to the Underwriting Agreement, on the other hand.
Pursuant to Section 3 of the Placement Agreement and Section 3 of the Capital Markets Advisory Agreement, ▇.▇. ▇▇▇▇▇▇ is hereby terminating its engagement with ▇▇▇▇▇ ▇▇▇▇ under the Placement Agreement and the Capital Markets Advisory Agreement effective as of the date hereof, it being understood that this termination shall not affect any rights of ▇▇▇▇▇ ▇▇▇▇ or of ▇.▇. ▇▇▇▇▇▇ which by their terms survive termination or expiration of the Placement Agreement and the Capital Markets Advisory Agreement. Notwithstanding the foregoing, ▇.▇. ▇▇▇▇▇▇ hereby waives its entitlement to the payment of any compensation that has accrued or may in the future accrue or become due under the Placement Agreement and the Capital Markets Advisory Agreement. ▇.▇. ▇▇▇▇▇▇ further waives its entitlement to the payment of any Deferred Discount (as defined in the Underwriting Agreement) to be paid under the terms of the Underwriting Agreement. Separate notice of ▇.▇. ▇▇▇▇▇▇’▇ termination of its engagement with MariaDB under the Placement Agreement has been or will be sent to MariaDB.
By this letter, ▇.▇. ▇▇▇▇▇▇ hereby resigns from, and ceases and refuses to further act in, every office, capacity, and relationship contemplated under the terms of the Placement Agreement and the Capital Markets Advisory Agreement or otherwise in connection with the Business Combination. Consistent with the foregoing, ▇.▇. ▇▇▇▇▇▇ expects that any registration statement to be filed by ▇▇▇▇▇ ▇▇▇▇, MariaDB or any of their respective affiliates in connection with the Business Combination will include the following language or language that is substantially similar:
On May 18, 2022, ▇.▇. ▇▇▇▇▇▇ terminated its role as a joint co-placement agent to ▇▇▇▇▇ ▇▇▇▇ and MariaDB, as well as its role as capital markets advisor to ▇▇▇▇▇ ▇▇▇▇, and waived any fees and compensation in connection with such roles. On the same day, ▇.▇. ▇▇▇▇▇▇ also waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in ▇▇▇▇▇ ▇▇▇▇’▇ initial public offering. ▇.▇. ▇▇▇▇▇▇ has informed ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ DB is not responsible for any portion of the registration statement.
For the avoidance of doubt, notwithstanding ▇.▇. ▇▇▇▇▇▇’▇ continuing rights to review and pre-approve any reference to it in any document, release or communication prepared, issued or transmitted by ▇▇▇▇▇ ▇▇▇▇ or MariaDB (including without limitation the right to review and approve any version of the language proposed above), which rights ▇.▇. ▇▇▇▇▇▇ expressly reserves, ▇.▇. ▇▇▇▇▇▇ disclaims any responsibility for any portion of any registration statement to be filed by ▇▇▇▇▇ ▇▇▇▇, MariaDB or any of their respective affiliates in connection with the Business Combination.
Please note that we plan to provide written notice to the Securities and Exchange Commission advising the Commission of our resignation.
Very truly yours,
| ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
- 2 -
