Re: Amendment to Sponsor Letter Agreement
Exhibit 10.1
Execution Version
Xxxxx 00, 0000
Xxxxxxx Capital Acquisition Corporation
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
SpringBig, Inc.
000 XX 00xx Xxxxxx, Xxx. 000
Xxxx Xxxxx, Xxxxxxx 00000
000 XX 00xx Xxxxxx, Xxx. 000
Xxxx Xxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
Re: Amendment to Sponsor Letter Agreement
Reference is made to (i) that certain letter agreement, dated as of November 8, 2021 (the “Sponsor Letter Agreement”), by and among TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tautara
Capital Acquisition Corporation, a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication, “Tuatara”) and
SpringBig, Inc., a Delaware corporation (the “Company”) and (ii) that certain Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022 (as
amended, the “A&R Merger Agreement”) by and among Tuatara, HighJump Merger
Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Tuatara (“Merger Sub”) and the Company. Any capitalized term used but not defined herein
will have the meanings ascribed thereto in the Sponsor Letter Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sponsor, the Company and Tuatara agree
as follows:
1. Section 3 of the Sponsor Letter
Agreement is hereby deleted and the following is hereby substituted in its place:
3. Forfeiture of Founder Shares
(a) Following the Domestication
but prior to the Effective Time, Sponsor will forfeit 1,000,000 shares of its Surviving Pubco Common Stock.
(b) In the event of the failure
to achieve the Sponsor Earnout Condition, the Sponsor Contingent Shares shall be released, forfeited and transferred to Surviving Pubco without any consideration for such Transfer.
2. Sections 6 through 12 of the
Sponsor Letter Agreement shall apply mutatis mutandis to this Amendment to Sponsor Letter Agreement.
[signature page follows]
| Sincerely, |
||
|
TCAC SPONSOR, LLC
|
||
|
By:
|
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx
|
||
|
Title: Member
|
||
|
Email:
|
xxxxxxx@xxxxxxxxxx.xxx
|
|
|
Address:
|
000 Xxxxx Xxxxxx, 0xx Xxxxx
|
|
|
Xxx Xxxx, XX 00000
|
||
Acknowledged and Agreed:
|
By:
|
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx
|
||
|
Title: Chief Executive Officer
|
||
Acknowledged and Agreed:
|
SPRINGBIG, INC.
|
||
|
By:
|
/s/ Xxxx Xxxxx |
|
|
Name: Xxxx Xxxxx
|
||
|
Title: Chief Financial Officer
|
||
