May 18, 2022 Angel Pond Holdings Corporation
Exhibit 10.14
May 18, 2022
Xxxxx Xxxx Holdings Corporation
000 Xxxxx Xxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
| Attention: | Xxxxxxxx X. Xxxx |
| Chief Executive Officer |
Ladies and Gentlemen:
Reference is made to (1) the letter agreement, dated January 10, 2022 (the “Placement Agreement”), among X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxx Xxxx Capital LLC (“Xxxxx Xxxx BD”), Xxxxx Xxxx Holdings Corporation (collectively with its subsidiaries and affiliates, “Xxxxx Xxxx”), and MariaDB Corporation Ab (collectively with its subsidiaries and affiliates, the “MariaDB”), pursuant to which X.X. Xxxxxx was engaged on a non-exclusive basis to act as a joint placement agent for Xxxxx Xxxx and MariaDB in connection with certain private placements in connection with Xxxxx Xxxx’x proposed business combination with MariaDB (the “Business Combination”); and (2) the letter agreement, dated January 31, 2022 (the “Capital Markets Advisory Agreement”), between X.X. Xxxxxx and Xxxxx Xxxx, pursuant to which X.X. Xxxxxx was engaged to act as Xxxxx Xxxx’x 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 Xxxxx Xxxx Holdings Corporation, on the one hand, and X.X. Xxxxxx and Xxxxxxx Xxxxx (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, X.X. Xxxxxx is hereby terminating its engagement with Xxxxx Xxxx 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 Xxxxx Xxxx or of X.X. Xxxxxx which by their terms survive termination or expiration of the Placement Agreement and the Capital Markets Advisory Agreement. Notwithstanding the foregoing, X.X. Xxxxxx 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. X.X. Xxxxxx 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 X.X. Xxxxxx’x termination of its engagement with MariaDB under the Placement Agreement has been or will be sent to MariaDB.
By this letter, X.X. Xxxxxx 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, X.X. Xxxxxx expects that any registration statement to be filed by Xxxxx Xxxx, 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, X.X. Xxxxxx terminated its role as a joint co-placement agent to Xxxxx Xxxx and MariaDB, as well as its role as capital markets advisor to Xxxxx Xxxx, and waived any fees and compensation in connection with such roles. On the same day, X.X. Xxxxxx also waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in Xxxxx Xxxx’x initial public offering. X.X. Xxxxxx has informed Xxxxx Xxxx and Xxxxx DB is not responsible for any portion of the registration statement.
For the avoidance of doubt, notwithstanding X.X. Xxxxxx’x continuing rights to review and pre-approve any reference to it in any document, release or communication prepared, issued or transmitted by Xxxxx Xxxx or MariaDB (including without limitation the right to review and approve any version of the language proposed above), which rights X.X. Xxxxxx expressly reserves, X.X. Xxxxxx disclaims any responsibility for any portion of any registration statement to be filed by Xxxxx Xxxx, 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,
| X.X. XXXXXX SECURITIES LLC | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
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