Exhibit 10.2


[●], 2021


 


Fortune Rise Acquisition Corporation


48 Bridge Street, Building A


Metuchen, New Jersey 08840


 


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”) to
be entered into by and among Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger Securities, Inc.,
as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 8,500,000 of the Company’s units (including up to 1,275,000
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 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. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The Units shall
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 Securities and Exchange Commission (the “Commission”) and the Units have been approved to be listed
on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 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, Fortune Rise Sponsor LLC (the “Sponsor”), and
each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or a designee
of them (each, 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 Capital Stock 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 engages in a tender offer in connection with any proposed Business Combination, each Insider agrees
that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 






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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, 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 10
business days thereafter, subject to lawfully available funds therefor, redeem 100% of the 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, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes (less up to $50,000 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 of the Company (including the
right to receive further liquidation distributions, if any), subject to applicable law, 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,
dissolve and liquidate, 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 agree not to propose any amendment to the Company’s amended
and restated certificate of incorporation that would modify (i) 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 18 months from the closing of the Public Offering
or (ii) the other provisions relating to stockholders’ rights or pre-initial business combination activities, 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 (which interest shall be
net of amounts released for payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider
agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with a stockholder vote to approve
an amendment to the Company’s amended and restated certificate of incorporation (A) 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 18 months
from the closing of the Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity.


 


3.       Each
of 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 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 in the context
of a tender offer made by the Company to purchase shares of Common Stock (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 18 months from the closing of the Public Offering .


 






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4.       In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) 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, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of
funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the
Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the
Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes,
except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust
Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible to the extent of any liability for such third party claims. The Sponsor 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 Sponsor, the Sponsor 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 1,275,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agree to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 318,750 multiplied by a fraction, (i) the numerator of which is 1,275,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 1,275,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock
after the Public Offering (excluding the sale of Private Shares and assuming that our Initial Stockholders do not purchase any Offering
Shares or Units in the Public Offering) .


 


6.       Intentionally
Left Blank


 


7.       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, 6, 8(a), 8(b), and
10 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.


 


8.       (a) The
Sponsor and each Insider agrees that it or he shall not Transfer 50% of its Founder Shares until the earlier to occur of: (A) six
months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the
Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of the Company’s
initial Business Combination; and shall not Transfer the remaining 50% of the founder shares until the six months after the completion
of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business
Combination, 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”).


 






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(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Shares or Working Capital Shares until after 30 days after the completion
of a Business Combination (the “Private Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c) Notwithstanding the
provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Shares, or Working Capital Shares that
are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates, officers, directors, direct and indirect equityholders;
(b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of
which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in
the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case
of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in
connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
and (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’ limited liability company agreement upon dissolution
of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter
into a written agreement agreeing to be bound by the restrictions herein.


 


9.              Each
of the Sponsor and the Insiders 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. The Company represents and warrants that, to its knowledge, (i) none of its advisors
has 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, (ii) each advisor’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 such advisor’s background and each advisor’s questionnaire furnished to the Company is true and accurate in
all respects, (iii) none of its advisors is 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;
and (iii) none of its advisors has been convicted of, or pleaded guilty to, any crime (x) involving fraud, (y) relating
to any financial transaction or handling of funds of another person, or (z) pertaining to any dealings in any securities and none
of its advisors is currently a defendant in any such criminal proceeding.


 






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10.           Except
as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to
the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange
Commission), neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any
affiliate thereof shall receive from the Company any finder’s fee, reimbursement, consulting fee, 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 $500,000 made to the Company by the Sponsor in connection the preparation of the Public Offering; reimbursement
for any out-of-pocket expenses related to identifying, investigating and consummating 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 any of the Initial Stockholders or their
affiliates 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 $3,000,000 of such loans
may be convertible into Class A Common Stock at a price of $10.00 per share at the option of the lender (the “Working Capital
Shares”). Such shares would be identical to the Private Shares.


 


11.           Each
of 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 a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or a director of the Company.


 


12.           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) “Capital Stock”
shall mean, collectively, the Class A Common Stock and Class B common stock, par value $0.0001 per share; (iii) “Founder
Shares” shall mean the 1,150,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the
Sponsor and certain of the Insiders (up to 150,000 shares of which are subject to complete or partial forfeiture by the Initial Stockholders
if the over-allotment option is not exercised in full by the Underwriters); (iii) “Initial Stockholders” shall mean the
Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (iv) “Private Shares” shall
mean 324,500 shares of Class A Common Stock (or 350,000 shares of Class A Common Stock if the over-allotment option is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $3,245,000 in the aggregate (or $3,500,000 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) “Public Stockholders” shall mean the holders of securities issued in the Public Offering;
(vi) “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 Shares shall be deposited; (vii) “Transfer” shall mean the (a) sale or assignment 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 Securities Exchange Act of 1934, as amended, 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).


 






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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.


 






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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
and closed by March 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 




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	 	Sincerely,
	 	FORTUNE RISE ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Lei Huang
	 	Title:	CEO and Director


 


[Signature Page to the Insider Letter Agreement-Company]


 




    


     


    

 


	FORTUNE RISE SPONSOR LLC	 	Lei Huang (CEO)
	 	 	 
	 	 	 
	By:	 	 	 
	Name: Koon Keung Chan	 	 
	Title: Manager	 	 
	 	 	 
	 	 	 
	Lei Xu (Chairwoman and President)	 	Yuanmei Ma (CFO)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	David Xianglin Li	 	Michael Davidov
	(Independent Director)	 	(Independent Director)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Norman C. Kristoff	 	US TIGER SECURITIES, INC.
	(Independent Director)	 	(Designee of Lei Huang)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Christy Szeto (Secretary)	 	 
	 	 	 
	 	 	 
	 	 	 


 


[Signature Page to the Insider Letter Agreement-Sponsor
and Insiders]