Letter Agreement for 6.9M Share IPO Among Company, Sponsor, and Insiders

EX-10.1 4 ea028706601ex10-1.htm LETTER AGREEMENT, DATED APRIL 16, 2026, AMONG THE COMPANY, JATT VENTURES II L.P. AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY Exhibit 10.1

April 16, 2026

JATT II Acquisition Corp

153 Central Avenue

C/O 56

Westfield, NJ 07091

| 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 JATT II Acquisition Corp, a Cayman Islands exempted company (the “ Company ”) and Guggenheim
Securities, LLC, as representative (the “ Representative ”) of the underwriters named therein (the “ Underwriters ”),
relating to an underwritten initial public offering (the “ Public Offering ”) of up to 6,900,000 of the Company’s
ordinary shares, par value $0.0001 per share (including up to 900,000 shares that may be purchased to cover over-allotments, if any) (the
“ Ordinary Shares ”). The Ordinary Shares 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 Company has applied to have the Ordinary Shares listed on The Nasdaq Global Market.
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 JATT Ventures II L.P. (the “ Sponsor ”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team, or independent consultant (each
of the undersigned individuals, an “ Insider ” and collectively, the “ Insiders ”), hereby
agrees with the Company as follows:

| | 1. | It is acknowledged and agreed that the Company shall not enter
into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each
Insider agrees that 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 Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed
Business Combination (except with respect to any such Offering Shares (as defined below) which may not be voted in favor of approving
the Business Combination in accordance with the requirements of Rule 14e-5 under the Exchange Act (as defined below) and any Commission
interpretations or guidance relating thereto) and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such
shareholder 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 to the Company any Ordinary Shares 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 24 months from the closing of the Public Offering, or such later period
approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association
(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, as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of
the Ordinary Shares 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 (less taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding Offering Shares, which redemption will constitute full and complete payment
for the Offering Shares and completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including
the right to receive further liquidating or other distributions, if any), subject to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider
agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with a Business Combination or 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 (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders 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 (net of taxes paid or payable (other than
excise or similar taxes)), divided by the number of then issued and 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 with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares 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 shareholder vote to approve such Business Combination, or
(b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with a Business Combination or 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 (B) with respect to any other material provisions relating to
shareholders’ 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 Ordinary Shares (including, but not limited to,
Founder Shares) 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 Ordinary Shares (including, but not limited to, Founder Shares) 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). The provisions of this
paragraph will not apply to any transfer permitted under paragraph 7(c) hereof or 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. |

2

| | 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 (except for the Company’s independent auditors)
or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other
similar agreement, in connection with an extension of the timeframe for the Company to consummate a Business Combination 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 900,000 Ordinary Shares 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 equal to 225,000 multiplied by a fraction,
(i) the numerator of which is 900,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 900,000. 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 Ordinary Shares after the Public Offering (not including the Private Placement Shares (as defined below)). The Initial
Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase
or sell Ordinary Shares 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 number of Founder Shares at 20.0% of its issued and outstanding Ordinary Shares
upon the consummation of the Public Offering (not including the Private Placement Shares). In connection with such increase or decrease
in the size of the Public Offering, then (A) the references to 900,000 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 Ordinary Shares issued in the Public Offering and (B) the
reference to 225,000 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 number of Founder Shares to equal an aggregate of 20.0% of the
Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Private Placement Shares). |

| | 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. |

| | 7. | (a) The Sponsor and each Insider agrees that it, he or she shall
not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) until the earlier of (A) 180 days after the
completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, the date on which the
Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results
in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
(the “ Founder Shares Lock-up Period ”). |

3

(b) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Private Placement Shares, until 30 days after the completion of a Business Combination (the
“ Private Placement Shares 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 7(b), Transfers of the Founder Shares (or any Ordinary Shares issuable upon conversion thereof) or Private
Placement 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 members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such 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 otherwise 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 Cayman Islands 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 shareholders having the right to exchange their Ordinary Shares 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 (e) or (g), 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. |

| | 9. | [Reserved.] |

4

| | 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, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) “ Founder Shares ” shall mean the 1,725,000 Ordinary Shares issued and
outstanding (up to 225,000 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the
Underwriters); (iii) “ Initial Shareholders ” shall mean the Sponsor and any Insider that holds Founder Shares;
(iv) “ Private Placement Shares ” shall mean the 300,000 Ordinary Shares (or 309,000 Ordinary Shares if the over-allotment
option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $3,000,000 (or $3,090,000 if
the over-allotment option is exercised in full), or $10.00 per share, in a private placement that shall occur simultaneously with the
consummation of the Public Offering; (v) “ Shares ” shall mean the Private Placement Shares and public shares;
(vi) “ Public Shareholders ” 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 Shares shall be deposited; and (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). |

| | 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. |

| | 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 entity 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. |

5

| | 18. | This Letter Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York. 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 e-mail 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 that this Letter Agreement shall earlier terminate
in the event that the Public Offering is not consummated and closed by December 31, 2026; provided further that paragraph 4 of this Letter
Agreement shall survive such liquidation. |

[Signature Page Follows]

6

| | Sincerely, | |

| | JATT Ventures II L.P. | |
| | (acting by its general partner, JATT Ventures II Ltd) | |

| | By: | /s/ Someit Sidhu |
| | Name: | Someit Sidhu |
| | Title: | Director |

| | By: | /s/ Someit Sidhu |
| | Name: | Someit Sidhu |

| | By: | /s/ Nicholas Fernandez |
| | Name: | Nicholas Fernandez |

| | By: | /s/ Verender S. Badial |
| | Name: | Verender S. Badial |

| | By: | /s/ Christopher Staral |
| | Name: | Christopher Staral |

| | By: | /s/ Arjun Goyal |
| | Name: | Arjun Goyal |

| | By: | /s/ Jonathon Kluft |
| | Name: | Jonathon Kluft |

| | By: | /s/ Brad Middlekauff |
| | Name: | Brad Middlekauff |

| | Acknowledged and Agreed: | |

| | JATT II Acquisition Corp | |

| | By: | /s/ Someit Sidhu |
| | Name: | Someit Sidhu |
| | Title: | Chief Executive Officer |

[Signature Page to Letter Agreement]